security name-7.90% perpetual ncd, afl series
TRANSCRIPT
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Security Name-7.90% PERPETUAL NCD, AFL
Series- AFL 06 /2021-22
Coupon Rate- 7.90% p.a.
Coupon Payment Frequency- Annually
Date- August 20, 2021
Private & Confidential
For Private Circulation Only
AXIS FINANCE LIMITED
(A public company incorporated under the Companies Act, 1956 and validly existing under the
Companies Act, 2013 (as amended))
CIN: U65921MH1995PLC212675, Permannent Account Number- AAACK3010F, RBI Registration Number-
N-13.02001
Registered & Corporate Office: Ground Floor, Axis House, Wadia International Centre, Pandurang
Budhkar Marg, Worli, Mumbai – 400025
Tel: 022-6226 0096 Fax: 022-4325 3085, Website- www.axisfinance.in
Chief Financial Officer: Mr. Amith Iyer , Tel: +91-22-6226 0020, Email ID: [email protected]
Compliance Officer & Company Secretary- Rajneesh Kumar, Tel: +91-22-6226 0117, Email ID:
Promoter(s)- Our Parent / Promoter is Axis Bank Limited, a banking company incorporated under the
Companies Act 1956 and validly existing under the provisions of Companies Act, 2013, Contact
Person- Mr.Girish Koliyote, Tel- 079-26409322 / 66306161, Email ID: Email Id: [email protected]
PRIVATE PLACEMENT OFFER CUM APPLICATION LETTER IN FORM PAS-4
Part – A
DISCLOSURE DOCUMENT/PRIVATE PLACEMENT OFFER LETTER
(Pursuant to Section 42 of the Companies Act, 2013 (The “Act”) And Rule 14 (3) of the Companies
(Prospectus and Allotment Of Securities) Second Amendment Rules, 2018))
ISSUE BY WAY OF PRIVATE PLACEMENT (THE “ISSUE”) OF 100 Tier I, perpetual, rated, listed, unsecured,
redeemable, non-convertible debentures each having a face value of Rs. 1,00,00,000/- (Rupees
One Crore only) of the aggregate nominal value of Rs. 100,00,00,000/- (Rupees One Hundred Crores
only) plus green shoe option upto 100 Tier-1, perpetual, rated, listed, unsecured, redeemable, non-
convertible debentures each having a face value of Rs. 1,00,00,000/- (Rupees One Crore only) of
the aggregate nominal value of Rs. 100,00,00,000/- (Rupees One Hundred Crores only)
(“Debentures”)
DOCUMENT CONTAINING DISCLOSURE AS PER SCHEDULE – II TO THE SEBI (ISSUE AND LISTING OF NON-
CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED FROM TIME TO TIME (“DEBT LISTING
REGULATIONS”), SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS
AMENDED FROM TIME TO TIME (“LISTING REGULATIONS”), OPERATIONAL CIRCULAR FOR ISSUE AND
LISTING OF NON-CONVERTIBLE SECURITIES, SECURITISED DEBT INSTRUMENTS, SECURITY RECEIPTS,
MUNICIPAL DEBT SECURITIES AND COMMERCIAL PAPER ISSUED BY SEBI VIDE CIRCULAR NO.
SEBI/HO/DDHS/P/CIR/2021/613 DATED AUGUST 10, 2021, MASTER DIRECTION - NON-BANKING FINANCIAL
COMPANY - SYSTEMICALLY IMPORTANT NON-DEPOSIT TAKING COMPANY AND DEPOSIT TAKING
COMPANY (RESERVE BANK) DIRECTIONS, 2016 SPECIFICALLY PERTAINING TO ISSUE OF PERPETUAL DEBTI
INSTRUMENT AND FORM NO. PAS - 4 PURSUANT TO SECTION 42 OF THE COMPANIES ACT, 2013 (“ACT”)
READ WITH COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, (“PAS RULES”), AS
AMENDED FROM TIME TO TIME.
The Company shall not utilise monies raised through the proposed Private Placement unless allotment is
made and the Return of Allotment is filed with the jurisdictional Registrar of Companies (“ROC”) within
the stipulated time prescribed under the Act. Any application by a person to whom the Offer Letter has
not been sent by the Company shall be rejected without assigning any reason. The Private Placement
Offer and application does not carry any right of renunciation. The Issue described under this Offer Letter
has been authorised by the Company through resolutions passed by the shareholders of the Company
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on 20th July, 2020 and the board of directors (“Board”) of the Company with the Board Resolution dated
16th April, 2021 and which is subject to the approval of the shareholders of the Company in the ensuing
26th Annual General Meeting and the memorandum of association and articles of association of the
Company (collectively, the “Constitutional Documents”).The Issue shall be subject to the provisions of
the Act, the PAS Rules, other rules notified pursuant to the Act, the Constitutional Documents, Part – B of
the Offer Letter i.e. the application form to be filled by the prospective eligible investors and the terms
and conditions of the Issue as may be incorporated in the debenture trust deed executed by the
Company in relation to the Issue.
DISCLAIMERS
THIS OFFER LETTER IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS AND SHOULD NOT
BE CONSTRUED TO BE A PROSPECTUS OR A STATEMENT IN LIEU OF PROSPECTUS UNDER THE ACT. THE ISSUE
IS BEING MADE STRICTLY ON A PRIVATE PLACEMENT BASIS. IT IS NOT INTENDED TO BE CIRCULATED TO ANY
PERSONS OTHER THAN THE INVESTORS SPECIFICALLY APPROACHED WHO ARE ELIGIBLE TO APPLY FOR THIS
PRIVATE PLACEMENT OF DEBENTURES, WHICH SHALL NOT EXCEED SUCH NUMBERS AS HAS BEEN
PRESCRIBED UNDER SECTION 42 OF THE ACT READ WITH RULE 14(2)(B) OF THE PAS RULES. THIS OFFER LETTER
IS ONLY ISSUED TO THE ADDRESSEE. HOWEVER, MULTIPLE COPIES GIVEN TO THE SAME ENTITY SHALL
CONSTITUTE A SINGLE OFFER LETTER AND SHALL BE TREATED AS SUCH. IT DOES NOT CONSTITUTE AND SHALL
NOT BE DEEMED TO CONSTITUTE AN OFFER OR AN INVITATION TO SUBSCRIBE TO THE DEBENTURES ISSUED
TO THE PUBLIC IN GENERAL.
GENERAL RISKS
As the Issue is being made on private placement basis, this Offer Letter has not been submitted, cleared
or approved by SEBI. The Debentures have not been recommended or approved by SEBI nor does SEBI
guarantee the accuracy or adequacy of this Offer Letter.
Investment in non-convertible securities involve a degree of risk and investors should not invest any funds
in such securities unless they can afford to take the risk attached to such investments. Investors are
advised to take an informed decision and to read the risk factors carefully before investing in this
offering. For taking an investment decision, investors must rely on their examination of the issue including
the risks involved in it. Specific attention of investors is invited to statement of “Risk Factors” contained
under Section 3 of this Offer Letter. These risks are not, and are not intended to be, a complete list of all
risks and considerations relevant to the non-convertible securities or investor’s decision to purchase such
securities.
COMPANY’S ABSOLUTE RESPONSIBILITY
The Company, having made all reasonable inquiries, accepts responsibility for, and confirms that this
Offer Letter (including the documents incorporated by reference herein, if any) contains all information
with regard to the Company and the Issue, that the information contained in this Offer Letter is true and
correct in all material apects and is not misleading in any respect, that the opinions and intentions
expressed herein are honestly held and that there are no other material facts, the omission of which
makes this Offer Letter as a whole or any of such information or the expression of any such opinions or
intentions misleading in any respect.
CREDIT RATING
The Debentures have been rated as ’CRISIL AAA/Stable’ by CRISIL Ratings Limited vide their letter
bearing reference no. RL/ENAMF/275295/PBOND/0821/15083/95922660 dated 03.08.2021 (Terms &
conditions of the issue are provided in Annexure A and credit rating letter is provided as Annexure J ).
The said rating is not a recommendation to buy, sell or hold the Debentures and Investors should take
their own decision. The rating may be subject to revision or withdrawal at any time by the assigning
credit rating agency and each rating should be evaluated independently of any other rating. The rating
obtained are subject to revision at any point of time in the future. The rating agency has the right to
suspend, withdraw the rating at any time on the basis of new information etc.
LISTING
The Debentures are proposed to be listed on the Wholesale Debt Market (WDM) segment of the BSE
Limited (“BSE”).
ELIGIBLE INVESTORS
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Qualified Institutional Buyers (QIBs), as defined in the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time.
ISSUE SCHEDULE
ISSUE OPENING DATE
24th August 2021
ISSUE CLOSING DATE
24th August, 2021
PAY-IN DATE
25th August, 2021
DEEMED DATE OF
ALLOTMENT
25th August, 2021
REGISTRAR: LINK IN TIME DEBENTURE TRUSTEE: CATALYST TRUSTEESHIP LIMITED
Office: C 101, 247 Park, L B S Marg,
Vikhroli West, Mumbai 400 083
Tel: +91 22 49186000
Fax: +91 22 49186060
Email: [email protected]
Website: www.linkintime.co.in
Office: Windsor, 6th Floor, Office No. 604,
C.S.T.Road, Kalina,
Santacruz (East), Mumbai - 400098
Tel: 22 4922 0555
Fax: 22 4922 0505
Email: [email protected]
Website: www.catalysttrustee.com
Credit Rating Agency: CRISIL Ratings Limited
Office: CRISIL House, Central Avenue,
Hiranandani Business Park,
Powai, Mumbai – 400 076
Contact Person : Mr. Krishnan Sitaraman
Tel: +91 22 33423000
Fax: 91-22-3342-3050
Email: [email protected]
Website: www.crisilratings.com
ARRNAGER: ICICI Securities Primary Dealership
Ltd.
Office: ICICI Centre
H T Parekh Marg
Churchgate
Mumbai – 400 020
Tel: (022) 22882460/70
Fax: 91-22-22882312
Website : www.icicisecuritiespd.com
Contact Person : Mr. Saurabh Batra
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Offer
Letter contains all information with regard to the Issuer and the issue, which is material in the context
of the issue, that the information contained in the Offer Letter is true and correct in all material aspects
and is not misleading, that the opinions and intentions expressed herein are honestly stated and that
there are no other facts, the omission of which make this document as a whole or any of such
information or the expression of any such opinions or intentions misleading.
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TABLE OF CONTENTS
1 GENERAL INFORMATION 5-6
2 BRIEF SUMMARY OF THE BUSINESS ACTIVITIES OF THE ISSUER AND ITS SUBSIDIARIES
IF ANY
6-13
3 MANAGEMENT’S PERCEPTION OF RISK FACTORS 13-21
4 DETAILS OF DEFAULT 21
5 PARTICULARS OF THE OFFER 21-25
6 MODE OF PAYMENT FOR SUBSCRIPTION & BIDDING DETAILS 25
7 DISCLOSURES PERTAINING TO WILFUL DEFAULT 26
8 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC 26
9 DISCLOSURE IN TERMS OF SEBI CIRCULAR NO.
SEBI/HO/MIRSD/CRADT/CIR/P/2020/218 DATED NOVEMBER 03, 2020
27
10 FINANCIAL POSITION OF THE COMPANY 28-35
11 OTHER DETAILS 35-44
12 MATERIAL DOCUMENTS 44
13 PART B – APPLICATION FORM TO BE FILLED BY THE APPLICANT 45
14 UNDERTAKING BY THE ISSUER 45
15 DECLARATION 45-46
ATTACHMENTS
ANNEXURE A TERMS AND CONDITONS OF THE OFFER 47-53
ANNEXURE B REMUNERATION TO DIRECTORS 54
ANNEXURE C RELATED PARTY TRANSACTIONS 55-68
ANNEXURE D SUMMARY OF FINANCIAL POSITION OF THE COMPANY DURING THE
LAST THREE FINANCIAL YEARS
69-71
ANNEXURE E AUDITED CASH FLOW STATEMENTS 71-73
ANNEXURE F PRE-ISSUE AND POST ISSUE SHAREHOLDING PATTERN 74
ANNEXURE G DETAILS OF BORROWING AS ON MARCH 31, 2021 75-81
ANNEXURE H CERTIFIED COPY OF BOARD RESOLUTION 82-84
ANNEXURE I CERTIFIED COPY OF THE SHAREHOLDERS RESOLUTION 85-86
ANNEXURE J CONSENT OF TRUSTEE , CREDIT RATING LETTER & RATING RATIONALE 87-89
ANNEXURE K ILLUSTRATION OF CASH FLOWS FROM THE DEBENTURES 90-91
ANNEXURE L DISCLOSURES OF NBFCS 92-96
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1 GENERAL INFORMATION 5-6
ANNEXURE M AUDIT REPORT FROM STATUTORY AUDITOR FOR FY ENDED MARCH 31,
2021
97
This Offer Letter shall be read in conjunction with the Debenture Trust Deed dated August 20, 2021and
the other Transaction Documents and it is agreed between the Debenture Trustee and the Company
that in case of any inconsistency or conflict between this Offer Letter and the Debenture Trust Deed, the
provisions of the Debenture Trust Deed shall prevail and override the provisions of this Offer Letter.
1. GENERAL INFORMATION
a. Name of the Company Axis Finance Limited
b. Address of the Company Registered Office:
Axis House, Wadia International Centre, Pandurang Budhkar
Marg, Worli, Mumbai – 400025
Corporate Office:
Ground Floor, South Wing, Axis House, Wadia International
Centre, Pandurang Budhkar Marg, Worli, Mumbai – 400025
c. Website and other contact
details of the Company
Contact Person:
Mr. Amith Iyer, CFO
Tel: : +91-22-6226 0096
Fax: +91-22-4325 3085
Email ID: [email protected]
Compliance Officer:
Mr. Rajneesh Kumar, Company Secretary
Tel: +91-22-6226 0117
Fax: +91-22-4325 3085
Email: [email protected]
Website: www.axisfinance. in
d. Date of incorporation of the
company;
April 27, 1995
e. Corporate Identification
Number
U65921MH1995PLC212675
f. Auditors Name- M/s S.R.Batliboi & Co. LLP
Address-12th Floor, The Ruby,
29 Senapati Bapat Marg, Dadar (West),
Mumbai – 400028
ICAI Firm Registration No. 301003E/E300005
Phone No.: +91 22 6819 8000
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g. Debenture Trustee Name-Catalyst Trusteeship Limited
Address- Windsor, 6th Floor, Office No. 604,
C.S.T.Road, Kalina,
Santacruz (East), Mumbai - 400098
Tel: 22 4922 0555
Fax: 22 4922 0505
Email: [email protected]
Website: www.catalysttrustee.com
h. Registrar to the Issue Name- Link Intime India Private Limited
Address- C 101, 247 Park, L B S Marg,
Vikhroli West, Mumbai 400 083
Tel: +91 22 49186000
Fax: +91 22 49186060
Email: [email protected]
Website: www.linkintime.co.in
i. Credit Rating Agencie(s) for
the Issue
Rating Agency- Crisil Ratings Limited
Address- CRISIL House, Central Avenue,
Hiranandani Business Park, Powai,
Mumbai 400076 IN
Rating Assigned- ‘CRISIL AAA/Stable’
j. Arrangers, if any, of the
instrument
ICICI Securities Primary Dealership Ltd.
ICICI Centre, H T Parekh Marg,
Churchgate, Mumbai – 400 020
Tel: (022) 22882460/70
Fax: 91-22-22882312
Website: www.icicisecuritiespd.com
Contact Person : Mr. Saurabh Batra
h. Details of Promoter of the
Issuer
Axis Bank Limited
CIN No.: L65110GJ1993PLC020769
Date of Incorporation: 03/12/1993
Registered Address: TRISHUL 3RD FLOOR OPP
SAMARTHESHWAR TEMPLE LAW GARDEN ELLISBRIDGE
AHMEDABAD GJ 380006 IN
Email Id: [email protected]
2. BRIEF SUMMARY OF THE BUSINESS ACTIVITIES OF THE ISSUER AND ITS SUBSIDIARIES IF ANY
Business Overview
The Company was incorporated as Kalpataru Hire Purchase & Leasing Private Limited on 27-04-1995.
The name of Company was later changed to Enam Finance Private Limited (EFPL) vide certificate of
incorporation dated 24-06-2008. As part of the scheme of arrangement, wherein certain business
activities of Enam Group were acquired by Axis Bank Group, accordingly, with effect from 20-10-2012,
Enam Securities Private Limited (holding company of EFPL) was merged into Axis Sales and Securities
Limited, a wholly owned subsidiary of Axis Bank Limited. The name of the merged entity was thereafter
changed to Axis Capital Limited.
Further, giving legal effect to the scheme of arrangement, the Board of Directors of the EFPL in their
meeting held on 20-10-2012 approved the transfer of shares of EFPL held by Axis Capital Limited to Axis
Bank Limited. In order to reflect the change in ownership and control the name of the Company was
changed from EFPL to Axis Finance Private Limited vide certificate of incorporation dated 26-03-2013.
The Company was later converted into Public company and to its present name vide a fresh Certificate
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of Incorporation issued on 10-05-2013.
The Company is a systemically important non-deposit accepting non-banking financial company
(NBFC-ND-SI) and is registered with the Reserve Bank of India. The Company is a wholly owned subsidiary
of Axis Bank Limited.
As on March 31, 2021, the net-worth of the Company was Rs. 1442.48 Crores. The Company does not
have any subsidiaries.
Parent / Promoter’s Overview:
Axis Bank Limited: Axis Bank is the third largest private sector bank in India. The Bank offers the entire
spectrum of financial services to customer segments covering Large and Mid-Corporates, MSME,
Agriculture and Retail Businesses.
The Bank has a large footprint of 4,594 domestic branches (including extension counters) with 11,333
ATMs & 5,710 cash recyclers spread across the country as on 31st March, 2021. The Bank has 6 Virtual
Centres and has over 1500 Virtual Relationship Managers as on 31st March 2021.The Overseas operations
of the Bank are spread over eight international offices with branches at Singapore, Dubai (at DIFC) and
Gift City-IBU; representative offices at Dhaka, Dubai, Abu Dhabi, Sharjah and an Overseas subsidiary at
London, UK. The international offices focus on Corporate Lending, Trade Finance, Syndication,
Investment Banking and Liability Businesses.
Axis Bank is one of the first new generation private sector banks to have begun operations in 1994. The
Bank was promoted in 1993, jointly by Specified Undertaking of Unit Trust of India (SUUTI) (then known as
Unit Trust of India), Life Insurance Corporation of India (LIC), General Insurance Corporation of India
(GIC), National Insurance Company Ltd., The New India Assurance Company Ltd., The Oriental
Insurance Company Ltd. and United India Insurance Company Ltd. The share holding of Unit Trust of
India was subsequently transferred to SUUTI, an entity established in 2003.
With a balance sheet size of Rs. 9,96,118 crores as on 31st March 2021, Axis Bank has achieved consistent
growth and with a 5 year CAGR (2015-16 to 2020-21) of 13% each in Total Assets & Advances and 15%
in Deposits.
Product Profile:
The Company as a Non-Banking Finance Company is positioned to offer products in the Retail as well
as Corporate Banking segments. A brief on the products offered by is as below:
Wholesale Lending Solutions
Corporate Loans
Primary focus is on the large groups and their eco-system, with cash flow backed models for the
targeted yield
The objective of structured lending is to provide efficient capital structures, giving the desired
flexibility to manage cash flows and long-term growth prospects of such companies. We provide
tailor-made solutions to get finance in a way that best fits specific financial needs of clients. Our
financing solutions cater to clients across multiple industries and asset classes.
Our services include:
− Acquisition funding
− Bridge financing
− Mezzanine debt solutions
− Equity buyouts
− Family settlements
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Further, we target clientele for Op. Co. lending with credit rating of A and above for short-to-medium-
term lending
Collatersied Loans
We offer a wide range of collateralised loans solutions, including non-cyclic sector loans, cash flow
backed loans and lease rental discounting.
Non-cyclical sectors
Focus area includes education (K-12), small hospitals, healthcare
Customised transactions in terms of tenure, type of facility Rupee Term Loan, Overdraft
Cash flow backed
Loan against cash flow of operating companies within the Group
Source of repayment could be through dividends, royalty, and so on
Secured by hard assets, along with cash flows
Lease rental discounting (LRD)
Focus on commercial office property
Differentiated product offering by customising to suit the situational requirements of the borrower
Real Estate Financing
We offer comprehensive financial assistance to real estate players, typically for last mile and
inventory funding. Funding against inventory of occupancy certificate received for residential
development
Funding to land owners with proxy exposure to top developers of the select micro markets
Bridge funding/ pre-LRD funding to commercial real estate players with completed projects,
identified tenants and planned exit through conversion of AFL loan to LRD facility
Retail Lending Solutions
Mortgage/LAP
Under the retail mortgage segment, we offer funding against residential and commercial properties, for
all categories of customers with EMI as well as non-EMI structures. We also provide micro mortgage loans
for multiple purposes.
Consumer finance
Consumer finance is an unsecured loan facility extended to salaried and self-employed segment for
the purchase of consumer durables (mobile phones, consumer electronics) and lifestyle products (the
home improvement and furnishings space, fitness equipment products and more). These are low ticket-
size loans that run for a short tenure. The loans provide a no-extra-cost or low-cost EMI facility to
customers to purchase products of major brands. The focus will be to leverage the Axis Group databanks
to bring affordable and attractive offers through the OEM tie-ups
Business Loans
These are unsecured loans extended to the underserved self-employed segment, designed to cover
various expenditures in a business. These borrowers have a strong business with cash collections, but are
not formally into banking and/ or do not have adequate credit history. There is no need for borrowers
to mortgage any asset, while availing such loans. These are small ticket size, granular loans.
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Personal Loans
Personal loans are unsecured loans, extended to the salaried customers. These are mid-ticket-size loans
that run for tenures up to five years. Personal loans enable customers to meet their urgent personal
finance needs.
Project cost and means of financing, in case of funding of new projects
Not Applicable
BRIEF PARTICULARS OF THE MANAGEMENT OF THE COMPANY
The brief profile of the Board of Directors is as under:
Mr. Amitabh Chaudhry, is. a B. Tech in (Electronic & Electricals) from the Birla Institute of Technology &
Science, Pilani and an alumnus of Indian Institute of Management, Ahmedabad. He is currently the
Managing Director & CEO of Axis Bank Limited. Mr. Chaudhry started his career in the Corporate Banking
with Bank of America in 1987, where he worked in diverse roles ranging from Country Finance Officer,
Head of Wholesale and GCMG Finance in Asia Division and thereafter as Managing Director and Head
Technology Investment Banking, Asia. Shri Chaudhry was also associated with CALYON Bank (formerly
Credit Lyonnais Securities Asia (CLSA), as its Managing Director, Head South East Asian Investment
Banking and Head Technology Investment Banking. Prior to joining HDFC Life, he joined Infosys BPO Ltd.
in 2003 and was elevated as its Managing Director & CEO in 2006. He was also Head - Independent
Validation & Testing Unit (IVS) of Infosys Technologies Ltd. Shri Amitabh Chaudhry, was the Managing
Director & CEO of HDFC Standard Life Insurance Company Ltd (“HDFC Life”). He was associated with
HDFC Life since January 2010.
Mr. Bipin Kumar Saraf is a Rank Holder Chartered Accountant and Cost Accountant and holds a
Bachelor's degree in Commerce. He has more than 20 years of experience in the areas of Finance and
Banking. Before joining Axis Bank Limited, Mr. Saraf was with IFCI Limited from 1995 to 2003. He
commenced his career with IFCI Limited and was responsible for handling the portfolio of large and
medium corporates belonging to various sectors including Steel, Power, Textile, Petrochemicals, etc. He
joined the Capital Market Department of Axis Bank Limited in 2003 and was in-charge of the Corporate
& Financial Advisory Portfolio in the Eastern Zone with the primary responsibility of undertaking project
advisory & appraisal assignments, corporate restructuring and syndication of funds for various corporate
clients. Subsequent to that he was responsible for the Structured Products business under the Capital
Markets Department of Axis Bank Limited. During his last stint with Axis Bank he was Head of the Global
Debt Syndication Business (International & Domestic). He has been heading Axis Finance Ltd as the MD
& CEO since 8 years and has been instrumental in setting up this wholly owned subsidiary NBFC under
Axis Bank. To his credit, Axis Finance Limited (AFL) under his tenure has evolved as one of the fastest
growing NBFCs with a balance sheet size of above Rs. 3,000 crores and a prime focus on Wholesale and
Retail Lending. AFL under his tenure has secured the Highest Credit Rating CRISIL & India Ratings),
exhibited robust operating parameters and is well poised to grow in future years.
Mrs. Madhu Dubhashi is an Economics (Honours) graduate from Delhi University and a post graduate in
Business Administration from Indian Institute of Management, Ahmedabad (1971-73). She has been
associated with the financial markets for over 41 years with wide experience, including assessment of
viability of projects at ICICI Ltd., and managing of IPOs and FOOs during her tenures with Standard
Chartered Bank, Investment Banking Division and J M financial & Investment Consultancy Services Ltd.
She has also been instrumental in setting up a dedicated centre for financial analysis of companies
rated by CRISIL in her capacity as CEO of Global Data Services of India, erstwhile subsidiary of CRISIL
Ratings Ltd. She is currently the Principal Partner at INNOVEN Business Consultancy. Mrs. Dubhashi is on
the boards of several well-known companies as an Independent Director.
Mr. V. R. Kaundinya is a Graduate in Agriculture from AP Agricultural University, Hyderabad. He holds an
MBA degree with specialization in Agriculture from the Indian Institute of Management, Ahmedabad.
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Mr. Kaundinya has worked extensively in the areas of productivity enhancement of farmers and
improvement of their profitability through the use of high quality inputs. He has also worked on the
development of seed production areas, contract farming systems in the seed / crop production areas
in India and abroad. He was involved in a project that was aimed at the elimination of child labour in
cotton seed farmers' fields in Andhra Pradesh. Mr. Kaundinya was a member of the Dr. Swaminathan
Committee to develop the Biotech Policy in India. He held various leadership positions in industry
associations like the Indian Crop Protection Association, Association of Seed Industry and Crop Biotech
Association. He has developed case studies and taught Agricultural Marketing and Rural Development
classes at the Indian Institute of Management, Ahmedabad.
Mr. Babu Rao Busi, holds a bachelors degree in engineering and is an alumni of Indian Institute of
Management, Ahmedabad. Mr. Babu Rao has more than 29 years of experience in the area of Finance,
Capital Markets and Fund Management in UTI Mutual Fund. He retired as the CEO of the Specified
Undertaking of UTI (SUUTI). During his stint with UTI, he has handled various assignments and extensively
worked in the areas of Project Finance, Investment Management, Offshore Funds, Venture Capital and
Private Equity Funds, resolution of stressed assets and investor relations.
Mr. Deepak Maheshwari is a B.Com (University Topper) from the University of Rajasthan and CAIIB from
the Indian Institute of Banker and is currently a Group Executive and Chief Credit Officer of the Bank
since January, 2019 and is responsible for credit underwriting, policy and monitoring. He joined Axis Bank
after spending two decades in HDFC Bank where he was Group Head of the Wholesale Credit function,
responsible for asset quality, sanctions, policy and monitoring of the entire Wholesale credit portfolio of
that Bank. Prior to that he had spent another two decades in SBI in various Credit and Management
functions, with his last major posting being as Vice President (Credit) SBI (Canada), Toronto.
Mr. Biju Pillai joined Axis Finance as Chief Business Officer – Retail Business in September 2019 and was
appointed as Whole time Director in November 2019. He has 25 years of wide ranging experience
handling multiple functions and roles covering numerous product categories in Consumer lending, Rural
lending and Business banking businesses. He supervises Retail Business which includes Sales & Distribution,
Product and Policy Formulation, Underwriting & Collections, Marketing & Risk Analytics. He also looks into
the IT strategy and Implementation for the company. Before joining Axis Finance, he worked in various
organisations including Anagram Finance, Bank of America, HDFC Bank and IDFC Bank. He has built
some of the retail businesses from scratch during his tenure in HDFC Bank and IDFC Bank. He has also
been instrumental in launching new business lines such as Gold Loans, Small Business Working Capital
(EEG) during his stint in HDFC Bank. Mr. Pillai has a degree in Textile Engineering from M S University,
Baroda and is a post graduate in Management from Gujarat University.
Details of the current directors of the Company as on August 19, 2021:
NAME,
DESIGNATION AND
DIN
AGE ADDRESS DIRECTOR OF
THE COMPANY
SINCE
DETAILS OF OTHER
DIRECTORSHIP
Mr. Amitabh
Chaudhry
Designation –
Director
DIN – 00531120
55
Years
Flat No. 4301, 43rd
Floor, Planet
Godrej, Tower 3
Keshav Rao
Khadye Marg, Near
Jacob Circle,
Mahalaxmi,
Mumbai -400011
January 17,
2019
- Axis Bank Ltd
- Axis Capital Ltd
- Axis Asset
Management
Company Limited
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NAME,
DESIGNATION AND
DIN
AGE ADDRESS DIRECTOR OF
THE COMPANY
SINCE
DETAILS OF OTHER
DIRECTORSHIP
Mr. Bipin Saraf
Designation –MD &
CEO
DIN- 06416744
49
Years
Flat No. 42, 4th Floor,
Meherdad Building,
64 Cuffe Parade,
Mumbai – 400 005
October 20,
2012
- Nil.
Mrs. Madhu
Dubhashi
Designation –
Director
(Independent)
DIN- 00036846
70
Years
B 29, Gate 3,
Abhimanshree
Society, NCL
Pashan Road, Pune
411 008
February 26,
2015
− Tube Investments of
India Ltd.
− Majesco Limited
− Pudumjee Paper
Products Ltd
− JM Financial Trustee
Company Private
Limited
− Recommender Labs
Pvt Ltd
− Sanghvi Movers
Limited
− Clean Science and
Technology Limited
− Tega Industries Ltd
Mr. V.R. Kaundinya
Designation –
Director
(Independent)
DIN-00043067
65
Years
Flat No. 146, Srila
Heights, East
Marredpally,
Secunderabad -
500026
February 26,
2015
− Tilvila Horticulture
Farms Private Limited
− Tilvila Agri Solutions Pvt
Ltd.
− Syngenta India Ltd.
− Bruhat Energy
Solutions and
Technologies Pvt
Limited
− Agrirain Agro
Industries India Private
Limited
− Vasudhaika Software
Private Limited
− Fertis India Private
Limited
- IKP Centre for
Advancement in
Agricultural Pactice
- Klorofil Biologics LLP
- Cxwai Tech India
Private Limited
- NCDEX Institute Of
Commodity Markets
And Research
Mr. Deepak
Maheshwari
Designation –
66
years
A 5602, Omkar
1973, Pandurang
Budhkar Marg,
Worli, Mumbai –
400030
June 26, 2019
- Nil
12
NAME,
DESIGNATION AND
DIN
AGE ADDRESS DIRECTOR OF
THE COMPANY
SINCE
DETAILS OF OTHER
DIRECTORSHIP
Director
DIN: 08163253
Mr. Biju
Radhakrishnan
Pillai
Designation –
Whole time Director
DIN – 08604963
53
Years
1901-ODYSSEY1,
Orchard Avenue
Road, Hiranandani
Gardens, Powai
Mumbai 400076
November 07,
2019
- NIL
Mr. Babu Rao Busi
Designation -
Additional
(Independent)
Director
62
Years
16 / 63, MHB Colony
Reclamation,
Bandra West,
Mumbai - 400050
April 16, 2021 - UTI Infrastructure
Technology &
Services Limited
- Axis Securities Limited
- Genbanext
Technologies Pvt Ltd
Note: None of the current directors of the company is appearing in the RBI defaulter list and/or ECGC
default list.
Details of Change in Directors over the last 3 years on August 19, 2021
Name of
Director
Date of
Appointment /
Resignation
Director of
the
Company
since (in
case of
resignation)
Remarks
Mr. Biju
Radhakrishnan
Pillai
DIN: 08604963
07.11.2019 NA Appointed as Whole time Director
Mr. Deepak
Maheshwari
DIN: 08163253
26.06.2019 NA Appointed as Non-Executive Director
Mr. Cyril Anand
DIN: 07489389
11.07.2019 12.04.2016 Resigned as Director
Mr. Pralay
Mondal
Ceased to be
Director from
14.09.2020
18.04.2019 Resigned as Director
13
Name of
Director
Date of
Appointment /
Resignation
Director of
the
Company
since (in
case of
resignation)
Remarks
DIN: 00117994
Mr. Rajesh
Kumar Dahiya
DIN: 07508488
Ceased to be
Director from
18.03.2019
10.07.2018 Resigned as Director
Mr. Amitabh
Chaudhry
DIN: 00531120
17.01.2019 NA Appointed as Chairman (Non-Executive
Director)
Mr. Srinivasan
Varadarajan
DIN: 00033882
Ceased to be
Director from
20.12.2018
20.10.2012 Resigned as Director
Mr. Jairam
Sridharan
DIN – 05165390
Ceased to be
director from
05.03.2020
03.10.2017 Resigned as Director
Mr. Cyril Anand
Madireddi
DIN – 07489389
Ceased to be
director from
11.07.2019
12.04.2016 Resigned as Director
Mr. K.N.
Prithviraj
DIN – 00115317
28.07.2021 NA Ceased to be an Independent Director
Mr. Babu Rao
Busi
DIN – 00425793
16.04.2021 NA Appointed as Additional (Independent)
Director
3. MANAGEMENT’S PERCEPTION OF RISK FACTORS
Every business carries inherent risks and uncertainties that can affect financial conditions, results of
operations and prospects. Investors should carefully consider all the information in this Offer Letter,
including the risks and uncertainties described below, as well as the financial statements contained in
this Offer Letter, before making an investment in the Debentures. The Company believes that the
following risk factors may affect its ability to fulfil its obligations under the Debentures issued under the
Debenture Documents. All of these factors are contingencies which may or may not occur and the
Company is not in a position to express a view on the likelihood of any such contingency occurring.
14
The financial and other related implications of risks concerned, wherever quantifiable, have been
disclosed in the risk factors mentioned below. However, there are certain risk factors where such
implications are not quantifiable and hence any quantification of the underlying risks has not been
disclosed in such risk factors. You should not invest in the Issue unless you are prepared to accept the
risk of losing all or part of your investment, and you should consult your own tax, financial and legal
advisors about the particular consequences of an investment in the Debentures. Unless otherwise stated,
our financial information used in this section is derived from our audited unconsolidated financial
information, prepared in accordance with accounting standards generally accepted in India.
Risks relating to the Issue:
The following are some of the risks envisaged by the Company’s management. Investors should consider
the same carefully for evaluating the Issuer and its business before making any investment decision.
Unless the context requires otherwise, the risk factors described below apply to the Issuer only. If any one
of the risks occur, the Company’s business, financial conditions and results of operations could suffer
and therefore the value of the Issuer’s securities could decline.
The Company believes that the factors described below represent the principal risks inherent in investing
in the Debentures issued under this Offer Letter, but the inability of the Issuer, as the case may be, to pay
necessary amounts, on or in connection with any Debentures may occur for other reasons and the Issuer
does not represent that the statements below regarding the risks of holding any Debentures are
exhaustive. Investors should also read the detailed information set out elsewhere in this Offer Letter and
reach their own views prior to making any investment decision.
Risks relating to the Company
1. Interest Rate Risk
The Company’s business is largely dependent on interest income from its operations. The Company
is exposed to interest rate risk principally as a result of lending to customers at interest rates and in
amounts and for periods, which may differ from its funding sources (institutional / bank borrowings
and debt offerings). The Company seeks to match its interest rate positions to minimize interest rate
risk. Despite these efforts, there can be no assurance that significant interest rate movements will not
have an effect on its results of operations. Interest rates are highly sensitive to many factors beyond
its control, including the monetary policies of the RBI, deregulation of the financial sector in India,
domestic and international economic and political conditions, inflation and other factors. Due to
these factors interest rates in India have historically experienced a relatively high degree of volatility.
Nevertheless, the endeavor of the Company will be to keep the interest rate risk at minimum levels
by proactively synchronizing resource securing and lending activities on an ongoing basis.
2. Access to Capital Markets and Commercial Borrowings
The Company’s growth will depend on its continued ability to access funds at competitive rates. With
the growth of its business, the Company is increasingly reliant on funding from the debt capital
markets and commercial borrowings. The market for such funds is competitive and its ability to obtain
funds at competitive rates will depend on various factors, including its ability to maintain its credit
ratings. While its borrowing costs have been competitive in the past due to its credit rating and the
quality of its asset portfolio, if the Company is unable to access funds at an effective cost that is
comparable to or lower than its competitors, the Company may not be able to offer competitive
interest rates for its loans. This may adversely impact its business and its future financial performance.
The value of its collateral may decrease or the Company may experience delays in enforcing its
collateral when its customers default on their obligations, which may result in failure to recover the
expected value of collateral and adversely affect its financial performance.
15
The developments in the international markets affect the Indian economy including the financial
liquidity position. Our Company is exposed to the risk of liquidity in the financial markets. Changes in
economic and financial conditions could make it difficult for the Company to access funds at
competitive rates. Being an NBFC, we also face certain restrictions to raise money from international
markets which are relatively cheaper sources of money and this further constrains our ability to raise
cheaper funds.
3. Failure to recover the expected value of collateral when borrowers default on their obligations to
Company may adversely affect its financial performance.
The Company cannot guarantee that it will be able to realize the full value of its collateral, due to,
among other things, defects in the perfection of collateral, delays on its part in taking immediate
action in bankruptcy foreclosure proceedings, stock market downturns, claims of other lenders, legal
or judicial restraint and fraudulent transfers by borrowers. In the event a specialized regulatory
agency gains jurisdiction over the borrower, creditor actions can be further delayed. In addition, to
put in place an institutional mechanism for the timely and transparent restructuring of corporate
debt, the RBI has devised a corporate debt restructuring system. Any failure to recover the expected
value of collateral security could expose the Company to a potential loss. Apart from the RBI
guidelines, the Company may be a part of a syndicate of lenders, the majority of whom elect to
pursue a different course of action than the Company would have chosen. Any such unexpected
loss could adversely affect business, prospects, results of operations and financial condition.
4. Asset-Liability mismatches in the short term, which could affect company’s liquidity position.
The difference between the value of assets and liabilities maturing in any time period category
provides the measure to which we are exposed to the liquidity risk. As is typical for several NBFCs, a
portion of our funding requirements is met through short-term funding sources, i.e. working capital
demand loans, cash credit, short term loans and commercial papers. However, some portion of our
assets has medium or long-term maturities. As the Company grows its business, the proportion of
medium and long-term assets in the portfolio is expected to grow. In the event that the existing and
committed credit facilities are withdrawn or are not available to the Company, funding mismatches
may be created and it could have an adverse effect on our business and our future financial
performance.
5. Our inability to control the number and value of NPAs in our portfolio could adversely affect our
business and results of operations.
The Company’s inability to control or reduce the number and value of its NPAs may lead to
deterioration of the quality of its loan portfolio and may severely impact its business. While the
Company’s total provisioning against the NPAs at present may be adequate to cover all the
identified losses in our loan portfolio, there may not be any assurance that in future the provisioning,
though compliant with regulatory requirements, will be sufficient to cover all anticipated losses.
Further, the Company may not be able to meet its recovery targets set for the particular financial
year due to the intense competition witnessed at both global and domestic levels. In such
circumstances, there could be an increase in the number and value of NPAs which can impact the
Company.
6. System failures, infrastructure bottlenecks and security breaches in computer systems may adversely
affect our business.
Our businesses are highly dependent on our ability to process, on a daily basis, a large number of
increasingly complex transactions. Our financial, accounting or other data processing systems may
fail to operate adequately or become disabled as a result of events that are wholly or partially
beyond our control, including a disruption of electrical or communications services. If any of these
systems do not operate properly or are disabled or if there are other shortcomings or failures in our
internal processes or systems, it could affect our operations or result in financial loss, disruption of our
16
businesses, regulatory intervention or damage to our reputation. In addition, our ability to conduct
business may be adversely impacted by a disruption in the infrastructure that supports our businesses
and the localities in which we are located.
Our operations also rely on the secure processing, storage and transmission of confidential and other
information in our computer systems and networks. Our computer systems, software and networks
may be vulnerable to unauthorized access, computer viruses or other malicious code and other
events that could compromise data integrity and security.
7. Our indebtedness and restrictive covenants imposed by our financing agreements could restrict our
ability to conduct our business and operations.
Our financing agreements require us to maintain certain security margins. Should we breach any
financial or other covenants contained in any of our financing agreements, we may be required to
immediately repay our borrowings either in whole or in part, together with any related costs. Under
the terms of some of the credit lines, the Company is required to obtain the prior written consent of
the concerned lender prior to the Company entering into any scheme of expansion, merger,
amalgamation, compromise or reconstruction or selling, leasing, transferring all or a substantial
portion of its fixed and other assets; making any change in ownership or control or constitution of our
Company, or in the shareholding or management or majority of directors, or in the nature of business
of our Company; or making amendments in the Company’s MoA and Articles. This may restrict/ delay
some of the actions / initiatives that our Company may like to take from time to time.
8. We may not get the benefits of being Axis Group Company in case of any change of control.
In case of any change of control due to any event such as transfer of shares by our Promoter,
preferential allotment to any investor, our ability to leverage the “AXIS” brand may get affected and
the benefits of being an AXIS company including leveraging of business from other AXIS companies
may not be available to us and consequently, could adversely impact our business operations and
profitability.
9. We are exposed to various operational risks including the risk of fraud and other misconduct by
employees or outsiders.
Like other financial intermediaries, we are also exposed to various operational risks which include the
risk of fraud or misconduct by our employees or even an outsider, unauthorized transactions by
employees or third parties, misreporting and non-compliance of various statutory and legal
requirements and operational errors. It may not be always possible to deter employees from the
misconduct or the precautions we take to detect and prevent these activities may not be effective
in all cases. Any such instances of employee misconduct or fraud, the improper use or disclosure of
confidential information, could result in regulatory and legal proceedings and may harm our
reputation and also our operations.
10. We may not be able to attract or retain talented professionals required for our business.
The complexity of our business operations requires highly skilled and experienced manpower. Such
highly skilled personnel give us a competitive edge. Further the successful implementation of our
growth plans would largely depend on the availability of such skilled manpower and our ability to
attract such qualified manpower. We may lose many business opportunities and our business would
suffer if such required manpower is not available on time. Though we have appropriate human
resource policies in place, we may face the risk of losing our key management personnel due to
reasons beyond our control and we may not be able to replace them in a satisfactory and timely
manner which may adversely affect our business and our future financial performance.
11. The Company faces increasing competition from established banks and NBFCs. The successful
implementation of our growth plans depends on our ability to face the competition.
17
The Company’s main competitors are established commercial banks and NBFCs. Over the past few
years, the financing area has seen the entry of banks, both nationalized as well as foreign. Banks
have access to low cost funds which enables them to enjoy higher margins and / or offer finance at
lower rates. NBFCs do not have access to large quantities of low cost deposits, a factor which can
render them less competitive. The Company also faces increased competition from new NBFCs
foraying into this space and some of which have been quite aggressive in their pricing to garner
market share.
12. We may have a high concentration of loans to certain customers or group of customers. If a
substantial portion of these loans becomes non-performing, our business and financial performance
could be affected.
Our business of lending with or without securities exposes us to the risk of third parties that owe us
money. Our loan portfolio and non-performing asset portfolio has, or may in the future, have a high
concentration in certain customers or groups of customers. These parties may default on their
obligations to us due to bankruptcy, lack of liquidity, operational failure, breach of contract,
government or other regulatory intervention and other reasons including inability to adapt to
changes in the macro business environment. Historically, borrowers or borrower groups have been
adversely affected by economic conditions in varying degrees. Credit losses due to financial
difficulties of these borrower’s / borrower groups in the future could adversely affect our business and
our financial performance.
Risks Relating to the Utilization of Issue Proceeds
13. Our management will have significant flexibility in applying proceeds of the Issue.
The funds raised through this Issue, after meeting the expenditures of and related to the Issue, will be
used for our various activities, including but not restricted to, lending and investments, to repay our
existing loans, our business operations including capital expenditure and working capital
requirements.
The Main Objects clause of the Memorandum of Association of the Company permits the Company
to undertake the activities for which the funds are being raised through the present Issue and also
the activities which the Company has been carrying on till date.
The management of the Company, in accordance with the policies formulated by it from time to
time, will have flexibility in deploying the proceeds received from the Issue. Pending utilization of the
proceeds out of the Issue for the purposes described above, the Company intends to temporarily
invest funds in high quality interest bearing liquid instruments including money market mutual funds,
deposits with banks or temporarily deploy the funds in investment grade interest bearing securities as
may be approved by the Board.
Further as per the provisions of the SEBI (Issue and Listing of Non-Convertible Securities) Regulations,
2021, we are not required to appoint a monitoring agency and therefore no monitoring agency has
been appointed for this Issue.
Risks Relating to the Debentures/Non-Convertible Securities of the Issuer on the stock exchanges
14. The Debentures are perpetual in nature.
The Debentures are perpetual unless the Issuer / Company elects to redeem the securities as
permitted under the brief terms and conditions below. Accordingly, the Debentures have no fixed
final redemption date. In addition, holders of the Debentures have no right to call for the redemption
18
of the Debentures, although they may launch proceedings against the Issuer in the event of non-
payment and / or insolvency of the Company or winding-up.
15. There may be no active market for the Debentures on the platform of the Stock Exchanges. As a
result, the liquidity and market prices of the Debentures may fail to develop and may accordingly be
adversely affected.
There can be no assurance that an active market for the Debentures will develop. If an active
market for the Debentures fails to develop or be sustained, the liquidity and market prices of the
Debentures may be adversely affected. The market price of the Debentures would depend on
various factors, inter alia, including (i) the interest rate on similar securities available in the market
and the general interest rate scenario in the country, ( (iii) the market for listed debt securities, (iv)
general economic conditions, and, (v) our financial performance, growth prospects and results of
operations. The aforementioned factors may adversely affect the liquidity and market price of the
Debentures, which may trade at a discount to the price at which you purchase the Debentures
and/or be relatively illiquid.
16. Payments to be made on the Debentures will be subordinated to certain tax and other liabilities
preferred by law. In the event of bankruptcy, liquidation or winding-up, there may not be sufficient
assets remaining to pay amounts due on the Debentures.
The Debentures are unsecured and are subordinated to the claims of all other senior or secured
creditors. The Debentures are senior only to share capital and any other securities at par with share
capital of the Company.
The Debentures will be subordinated to certain liabilities preferred by law such as the claims of the
GoI on account of taxes, and certain liabilities incurred in the ordinary course of our business. In
particular, in the event of bankruptcy, liquidation or winding-up, the assets of Borrower will be
available to pay obligations on the Debentures only after all of those liabilities that rank senior to
these Debentures have been paid as per Section 327 of the Companies Act, 2013. In the event of
bankruptcy, liquidation or winding-up, there may not be sufficient assets remaining to pay amounts
due on the Debentures.
17. There is no assurance that the Debentures issued pursuant to this Issue will be listed on Stock
Exchanges in a timely manner, or at all.
In accordance with applicable law and practice, permissions for listing and trading of the
Debentures issued pursuant to this Issue will not be granted until after the Debentures have been
issued and allotted. Approval for listing and trading will require all relevant documents to be
submitted and carrying out of necessary procedures with the stock exchanges. There could be a
failure or delay in listing the Debentures on the Stock Exchanges for reasons unforeseen. If permission
to deal in and for an official quotation of the Debentures is not granted by the stock exchanges, our
Company will forthwith repay, with interest, all monies received from the Applicants in accordance
with prevailing law in this context, and pursuant to the Offer Document. There is no assurance that
the Debentures issued pursuant to this Issue will be listed on stock exchanges in a timely manner, or
at all.
18. The Debenture Holders may not be able to recover, on a timely basis or at all, the full value of the
outstanding amounts and/or the interest accrued thereon in connection with the Debentures.
Our ability to pay interest accrued on the Debentures and/or the principal amount outstanding from
time to time in connection therewith would be subject to various factors inter alia including our
financial condition, profitability and the general economic conditions in India and in the global
financial markets. We cannot assure you that we would be able to repay the principal amount
19
outstanding from time to time on the Debentures and/or the interest accrued thereon in a timely
manner or at all.
19. Changes in general interest rates in the economy may affect the price of our Debentures.
All securities where a fixed rate of interest is offered, such as our Debentures, are subject to price risk.
The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest
rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The
extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase
or decrease in the level of prevailing interest rates. Increased rates of interest, which frequently
accompany inflation and /or a growing economy, are likely to have a negative effect on the price
of our Debentures.
20. We are not required to maintain any Debenture Redemption Reserve (DRR) for the Debentures
issued under this Offer Letter.
No Debenture Redemption Reserve is being created for the issue of Debentures in pursuance of this
document since creation of Debenture Redemption Reserve is not required for the proposed issue of
Debentures by the Issuer as per Rule 18(7) of the Companies (Share Capital & Debentures) Rules 2014,
as they are privately placed debentures issued by a non-banking financial company.
21. Any downgrading in credit rating of our Debentures may affect the value of Debentures and thus
our ability to raise further debts.
The Debentures are rated ’CRISIL AAA/Stable’by CRISIL Ratings Limited and ‘IND AAA/Stable’ by
India Ratings & Research Private Ltd. The Issuer cannot guarantee that the rating will not be
downgraded. Such a downgrade in the above credit rating may lower the value of the Debentures
and may also affect the Issuer’s ability to raise further debt.
External Risk Factors
1. Our business may be adversely impacted by COVID 19.
Since the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has
resulted in governments worldwide enacting emergency measures to combat the spread of the
virus. These measures, which include the implementation of travel bans, self-imposed quarantine
periods and social distancing, have caused material disruption to businesses globally resulting in an
economic slowdown. Global equity markets have experienced significant volatility and weakness.
Governments and central banks have reacted with significant monetary and fiscal interventions
designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak are
unknown at this time, as is the efficacy of the government and central bank interventions. It is not
possible to reliably estimate the length and severity of these developments and the impact on the
financial results and condition of the Company.
2. Our business may be adversely impacted by natural calamities or unfavorable climatic changes.
An earthquake or other natural calamities / disaster could disrupt operations or impair critical systems.
Any of these disruptions or other events outside of our control could affect our business negatively,
harming our operating results and consequently the price of our Debentures.
3. We are subject to regulatory and legal risk which may adversely affect our business.
The operations of an NBFC are subject to regulations framed by the RBI and other authorities including
regulations relating to foreign investment in India. The Company is required to maintain a CRAR of
15%, besides complying with other prudential norms.
20
We are also subject to changes in Indian laws, regulations and accounting principles. There can be
no assurance that the laws governing the Indian financial services sector will not change in the future
or that such changes or the interpretation or enforcement of existing and future laws and rules by
governmental and regulatory authorities will not affect our business and future financial
performance.
4. Any downgrading of India’s sovereign rating by an international rating agency (ies) may affect our
business and our liquidity to a great extent.
Any adverse revision to India’s credit rating for domestic and international debt by international
rating agencies may adversely impact our ability to raise additional financing and the interest rates
and other commercial terms at which such additional financing is available. This could have an
adverse effect on our financial performance and our ability to obtain financing to fund our growth
on favourable terms, or at all.
5. Civil unrest, terrorist attacks and war could affect our business.
Terrorist attacks and other acts of violence, war or conflicts, particularly those involving India, as well
as the United States of America, the United Kingdom, Singapore and the European Union, may
adversely affect Indian and global financial markets. Such acts may negatively impact business
sentiment, which could adversely affect our business and profitability. India has from time to time
experienced, and continues to experience, social and civil unrest, terrorist attacks and hostilities with
neighboring countries. Also, some of India’s neighboring countries have experienced, or are currently
experiencing internal unrest. This, in turn, could have a material adverse effect on the market for
securities including the Debentures. The consequences of any armed conflicts are unpredictable,
and we may not be able to foresee events that could have an adverse effect on our business and
the price and yield of the Debentures.
4. DETAILS OF DEFAULT
Statutory Dues Nil
Debentures and Interests thereon Nil
Deposits and interest thereon Nil
Loan from any bank or financial institution and interest thereon Nil
Annual filing of the Company under the Companies Act, 2013 or the
Rules made thereunder
Nil
5. PARTICULARS OF THE OFFER
a. Financial Position of the
Company for the last
three financial year
Please refer Annexure D of this Offer Letter
b. Date of passing of
board resolution
The board resolution dated 16th April 2021 (Extract of the
certified copy of the board resolution dated 16th April 2021
has been annexed in Annexure H)
c. Date of passing of
resolution in the general
meeting, authorizing
the offer of securities
20th July, 2021 (Extract of the certified copy of the resolution
has been annexed in Annexure I)
d. Kinds of securities
offered (i.e. whether
share or debenture)
and class of security
Fully paid Unsecured, Tier I, Perpetual, Redeemable, Non-
Convertible Debentures
21
e. Total number of
securities to be issued
Series 6/2021-22, 100 Debentures plus 100 Debentures under
Green Shoe Option
f. Price at which the
security is being offered
including the premium,
if any, alongwith
justification of the price
Face Value: INR 1,00,00,000
Issue Price: INR. 1,00,00,000
Justification: Not Applicable
Premium: None
g.
Name and address of
the valuer who
performed valuation of
the security offered
Not Applicable
h.
Relevant Date with
reference to which the
price has been arrived
at
Not Applicable
i.
Class or Classes of
persons to whom
allotment is proposed
to be made
Investors permissible under Companies Act, 2013 and
applying through Electronic Book Mechanism Platform
provided by BSE
j.
Proposed Time within
which allotment shall
be completed
In accordance with the provisions stated under the
Companies Act, 2013 and the SEBI Regulations
k. Change in control, if
any in the Company
would occur
consequent to the
Private Placement
Nil
l. Number of persons to
whom allotment on
Private Placement basis
has already been
made during the year in
terms of number of
securities as well as
price
Secured Debentures - In FY 2021-22, the Company has
allotted (in 04 series) in aggregate 10,240 Secured,
Redeemable, Non-Convertible Debentures bearing face
value of INR 10,00,000 per debenture to eligible allottees.
Un-secured / Subordinated Debentures - In FY 2021-22, the
Company has allotted (AFL_Sr 03) in aggregate 1000
Subordinated Unsecured (Tier II) Redeemable debentures
bearing face value of INR 10,00,000 per debenture to eligible
allottees.
m. The Justification for the
allotment proposed to
be made for
consideration other
than cash together with
valuation report of the
registered valuer
Not Applicable
On. Amount which the
company intends to
raise by way of
securities
Rs. 100,00,00,000/- (Rupees One Hundred Crores only) plus
green shoe of Rs. 100,00,00,000/- (Rupees One Hundred
Crores only)
o. Terms of raising of
securities: Duration, if
applicable, Rate of
dividend or rate of
interest, mode of
payment and
repayment
Please refer to Annexure A (Terms and Conditions of this Issue)
of this Offer Letter
22
p. Proposed time
schedule for which the
offer letter is valid
Issue Opening Date: August 24, 2021
Issue Closing Date: August 24, 2021
q. Purposes and objects of
the offer
The object of the Issue is to augment long-term resources of
the Company in its line of business and business operations
including for capital expenditure, working capital
requirements, augmenting tier 1 etc.
The expenses of the present issue would also be met from the
proceeds of the Issue. The Main Object Clause of the
Memorandum of Association of the Company enables it to
undertake the activities for which the funds are being raised
through the present issue and also the activities, which the
Company has been carrying on till date.
Interim Use of Proceeds The management of the Company,
in accordance with the policies formulated by it from time to
time, will have flexibility in deploying the proceeds received
from the Issue. Pending utilization of the proceeds out of the
Issue for the purposes described above, the Company
intends to temporarily invest funds in high quality interest
bearing liquid instruments including money market mutual
funds, deposits with banks or temporarily deploy the funds in
investment grade interest bearing securities.
r. Contribution being
made by the promoters
or directors either as
part of the offer or
separately in
furtherance of such
objects
NIL
s. Principle terms of assets
charged as security, if
applicable
NA.
t. Details of significant
and material orders
passed by the
Regulators, Courts and
Tribunals impacting the
going concern status of
the Company and its
future operations
NIL
U Pre-issue and Post-issue
Shareholding Pattern of
the Company
Please refer Annexure F of this Offer Letter
Terms of Issue of Perpetual Debt Instrument (PDI) for being eligible for inclusion in Tier I as per Master
Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company
and Deposit taking Company (Reserve Bank) Directions, 2016:
Sr. No. Terms of Issue
1. Currency Indian Rupees
23
2. Amount In the aggregate of up to Rs. 100,00,00,000 (Rupees One
Hundred Crores only) with green shoe option of Rs.100,00,00,000
(Rupees One Hundred Crores) to be issued in one tranche
comprising of one or more Series of the aggregate nominal
value
3. Limits The issuance Debentures is within the prescribed limits as per RBI
RDI Directions
4. Maturity Period Perpetual
5. Rate of Interest 7.90% p.a.
6. Call Option Debentures shall have a call option which may be exercised by
the Company any time after the end of 10 years from the
Deemed Date of Allotment of the Debentures, subject to
provision of prior written notice to the holders of the Debentures
and the Debenture Trustees at least twenty-one (21) days before
the date from which such right is execisable.
Call option shall be exercised only with the prior approval of RBI.
While considering the proposals for exercising the call option the
RBI would, among other things, take into consideration the CRAR
position of the Issuer both at the time of exercise of the Call
Option and after the exercise of the Call Option.
7. Step-up Option 100 bps (After the lapse of ten years from the date of allotment,
if the Call Option is not exercised by the Issuer).
8. Lock-In Clause (a) These Unsecured Debentures shall be subjected to a lock-in
clause in terms of which the Issuer may defer the payment of
interest, if:
i. the CRAR of the Issuer is below the minimum regulatory
requirement prescribed by the RBI; or
ii. the impact of such payment results in CRAR of the
Issuer falling below or remaining below the minimum
regulatory requirement prescribed by the RBI;
(b) However, the Issuer may pay interest with the prior approval
of the RBI when the impact of such payment may result in net
loss or increase the net loss, provided the CRAR remains
above the regulatory norm.
(c) The interest shall not be cumulative except in cases as in (a)
above.
All instances of invocation of the lock- in clause shall be notified
by the issuing NBFCs – ND – SI to the Regional Office of
Department of Non – Banking Supervision of the Reserve Bank of
India in whose jurisdiction NBFC is registered
9. Seniority of Claim The claim of the investor in the Debentures issued as Perpetual
Debt Instrument (PDI) shall be:
a) Superior to the claims of investors in equity share; and
24
b) Subordinated to the claims of all other creditors.
10. Discount NA
11. Other Conditions (a) The Debentures issued under this Offer Letter shall be fully paid-
up, unsecured, and free of any restrictive clauses and the issue
of Debentures and the terms and conditions applicable
thereto shall be compliant with the provisions of Companies
Act and all other laws for the time being in force including the
rules, regulations, directions and guidelines issued by the
applicable regulatory authorities.
(b) Subject to compliance with extant FEMA Regulations, the
Company shall obtain prior approval of the Reserve Bank of
India, on a case-by-case basis, for investment by FIIs / NRIs in
PDI to be raised by the Issuer.
(c) The Company, shall comply with the terms and conditions, if
any, stipulated by SEBI/other regulatory authorities in regard to
issue of the Debentures.
6. MODE OF PAYMENT FOR SUBSCRIPTION & BIDDING DETAILS
The Applicants shall pay the subscription amount through any one of the below modes -
NEFT/RTGS
Cheque
Demand Draft
Other Banking Channels
DETAILS OF BIDDING:
Mode of Bidding: Open Bidding
Mode of Yield allotment: : Uniform Yield
Manner of Funds Pay-in: Through Clearing Corporation of BSE (ICCL)
Bid Opening and Closing Date: August 24, 2021
Minimum Bid Lot: The minimum application lot shall be INR 1,00,00,000 (Indian Rupees One
Crore) and in the multiples of INR 1,00,00,000 (Indian Rupees One Crore) thereafter.
Settlement Cycle- T+1
7. DISCLOSURES PERTAINING TO WILFUL DEFAULT (IF ANY)
(a) Name of the bank declaring the entity as a wilful defaulter; NIL
(b) The year in which the entity is declared as a wilful defaulter; NIL
(c) Outstanding amount when the entity is declared as a wilful defaulter; NIL
(d) Name of the entity declared as a wilful defaulter; NIL
(e) Steps taken, if any, for the removal from the list of wilful defaulters; NIL
(f) Other disclosures, as deemed fit by the issuer in order to enable investors to take informed
decisions; NIL
(g) Any other disclosure as specified by the Board. : NIL
8. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC.
25
i. Any financial or other material interest of the
directors, promoters or key managerial
personnel in the offer and the effect of such
interest in so far as it is different from the interests
of other persons
NIL
ii. Details of any litigation or legal action pending
or taken by any Ministry or Department of the
Government or a statutory authority against
any promoter of the offeree company during
the last three years immediately preceding the
year of the circulation of the offer letter and
any direction issued by such Ministry or
Department or statutory authority upon
conclusion of such litigation or legal action shall
be disclosed.
Our parent is Axis Bank Limited which
is a banking entity. As on date,
considering the size of operations of
Axis Bank Limited, there are no tax
litigations resulting in material
liabilities. Further there are no cases
either individually or in the
aggregate, that would have a
material adverse effect on the
financial condition, results of
operations or cash flows of Axis Bank
Limited.
iii. Remuneration of directors (during the current
year and last three financial years)
Please refer to Annexure B
(Remuneration of the Directors
during the Current Year and the Last
Three Financial Years) of this Offer
Letter.
iv. Related party transactions entered during the
last three financial years immediately
preceding the year of circulation of offer letter
including with regard to loans made or,
guarantees given or securities provided
Please refer to Annexure C (Related
Party Transactions entered during the
Last Three Financial Years) of this
Offer Letter.
v. Summary of reservations or qualifications or
adverse remarks of auditors in the last five
financial years immediately preceding the year
of circulation of offer letter and of their impact
on the financial statements and financial
position of the company and the corrective
steps taken and proposed to be taken by the
company for each of the said reservations or
qualifications or adverse remark
NIL
vi. Details of any inquiry, inspections or
investigations initiated or conducted under the
Act or any previous company law in the last
three years immediately preceding the year of
circulation of offer letter in the case of
company and all of its subsidiaries. Also, if there
were any prosecutions filed (whether pending
or not) fines imposed, compounding of
offences in the last three years immediately
preceding the year of the offer letter and if so,
section-wise details thereof for the company
and all of its subsidiaries
NIL
vii. Details of acts of material frauds committed
against the company in the last three years, if
any, and if so, the action taken by the
company
NIL
b. Procedure and time schedule for allotment and issue of Debentures
Issue Set up Date on EBP 20th August, 2021
26
Issue Open Date 24th August 2021
Issue Close Date 24th August, 2021
Pay-In Date 25th August, 2021
Deemed Date Of Allotment 25th August, 2021
Procedure:
Link to BSE's
Circular: https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=202108
16-32
c. Cash flows emanating from the non-convertible securities shall be mentioned in the offer document,
by way of an illustration -Provided as per Annexure K.
9. DISCLOSURE IN TERMS OF SEBI CIRCULAR NO. SEBI/HO/MIRSD/CRADT/CIR/P/2020/218 DATED
NOVEMBER 03, 2020
“Debt securities shall be considered as secured only if the charged asset is registered with Sub-
registrar and Registrar of Companies or CERSAI or Depository etc., as applicable, or is independently
verifiable by the debenture trustee.”;
Terms and conditions of Debenture trustee agreement including fees charged by Debenture Trustee
The Issuer has executed the Debenture Trustee Appointment Agreement (DTAA) with the Debenture
Trustee on August 20, 2021.
Service charges of Debenture Trustee As mentioned in their consent letter bearing reference no.
CL/MUM/21-22/DEB/350 dated 9th August, 2021.
Process of Due Diligence carried out by Debenture Trustee- Not applicable- As this issue is of unsecured
debt securities by the Issuer, no security is proposed to be created by the Issuer.
10 FINANCIAL POSITION OF THE COMPANY
(a) Capital structure of the Company
Details of Share Capital as on June 30, 2021:
Share Capital (Rs.) 482,25,00,000
Authorized Share Capital (Rs.) 10,00,00,00,000
Issued, Subscribed and Paid-up Share Capital (Rs.) 482,25,00,000
(ii) Paid up Capital
Particulars Amount (Rs)
a. After the offer 482,25,00,000
b. After conversion of convertible instruments, if applicable NA
c. Share premium account (before and after the offer) NA
(iii) Change in capital structure as on June 30, 2021 during the last 3 years:
Date of
Change
(AGM/EGM)
Rs. Particulars
27
April 25, 2013 3,000,000,000 Increase in Authorised Share Capital from Rs. 500,000,000 to Rs.
3,000,000,000
February 26,
2015
3,300,000,000 Increase in Authorised Share Capital from Rs. 3,000,000,000 to
3,300,000,000
October 28,
2015
10,000,000,000 Increase in Authorised Share Capital from Rs. 3,300,000,000 to Rs.
10,000,000,000
(iv) Equity Share Capital history of the Company as on June 30, 2021 and last 3 Years
Date of
Allotment
No of Equity
Shares
Fac
e
Val
ue
(INR
)
Issue
Price
(INR)
Consid
eration
(Cash,
other
than
cash
etc)
Nature of
Allotment
Cumulative
No of equity
shares
Equity Share
Capital (INR)
Equity share
Premium
11.09.202
0
15,00,000 10 10 Refer
Note
bleow
Refer
Note
bleow
48,22,50,000 482,25,00,000 0
28.02.201
8
6,25,00,000 10 20 Cash Rights
Issue
48,07,50,000 480,75,00,000
625,000,000
27.06.201
6
5,00,00,000 10 20 Cash Rights
Issue
41,82,50,000 418,25,00,000 500,000,000
17.11.201
5
5,00,00,000 10 20 Cash Rights
Issue
36,82,50,000 368,25,00,000 500,000,000
01.01.201
5
6,25,00,000 10 16 Cash Rights
Issue
31,82,50,000 318,25,00,000 375,000,000
27.05.201
3
25,00,00,000 10 10 Cash Preferenti
al
Allotment
25,57,50,000 255,75,00,000 0
08.02.201
3
20,00,000 10 200 Cash Conversi
on of
Preferenc
e Shares
into
Equity
Shares
57,50,000 5,75,00,000 38,00,00,000
Note : (1) Allotment of 15,00,000 Equity Shares of Rs. 10 each at par aggreagating
to 1,50,00,000 to the shareholders of the Axis Private Equity Limited pursuant to the order
dated 27th February 2020 passed by the Hon’ble National Company Law Tribunal, Mumbai
bench approving the Scheme of Amalgamation between the Company (as Transferee
Company) and Axis Private Equity Limited (as Transferor Company); (2) the equity shares
issued and allotted as aforesaid shall rank pari-passu in all respects (including dividend)
with the existing equity shares in the Company.
(v) Details of any Acquisition or Amalgamation in the last 1 year:
The Scheme of Amalgamation between Axis Finance Limited and Axis Private Equity Limited (Transferor
Company, One of the Group Company) has been approved by the Hon’ble NCLT, Mumbai vide its
order dated 27th February 2020 (certified true of the same was made available on 24 July 2020).
28
Subsequently, the Order of NCLT was filed with the Registrar of Companies (ROC), Maharashtra Mumbai
and ROC has approved the Scheme of Amalgamation on September 02, 2020.
(vi) Details of any Reorganization or Reconstruction in the last 1 year: -
Type of Event Date of
Announcement
Date of
Completion
Details
Nil Nil Nil Nil
(vii) Details of Promoter Holding in the Company as on August 19, 2021-
Sr.
No
Particulars Total no of
Equity Shares
No of shares in
demat form
Total Shareholding as %
of total no of equity
shares 1. Axis Bank
Limited 48,22,50,000 * 48,22,50,000 100%
Notes- (1) *Includes 65 shares held by the nominees of Axis Bank Limited.
(2) None of the Shares are pledged or encumbered by the promoters.
(viii) Details of the shareholding of the Company as on August 19, 2021: -
Sr.
No
Particulars Total no of
Equity Shares
No of shares in
demat form
Total Shareholding as %
of total no of equity
shares 1.
Axis Bank
Limited 48,22,50,000 * 48,22,50,000 100%
Notes- (1) *Includes 65 shares held by the nominees of Axis Bank Limited.
(2) None of the Shares are pledged or encumbered by the promoters.
(ix) List of top 10 holders of equity shares of the Company as on August 19, 2021:
Sr
No
Name of the
shareholders
Total Number
of Equity
Shares
No of shares
in demat form
Total Shareholding as
% of total no of equity
shares
1. Axis Bank
Limited
48,22,50,000
* 48,22,50,000 100%
Notes- (1) *Includes 65 shares held by the nominees of Axis Bank Limited.
(2) None of the Shares are pledged or encumbered by the promoters.
(b) Following details regarding the auditors of the Company: -
Name: S.R.Batliboi & Co. LLP
Addresses: 12 Floor The Ruby, 29, Senapati Bapat Marg,
Dadar West, Mumbai - 400028
Contact Person: Jitendra H. Ranawat
Tel: +91 22 6819 0000
Fax: +91 22 6192 1000
Email: [email protected]
29
Details of change in auditor since last three years:
Name Address Date of
Appointment /
Resignation
Auditor of the
Company
since (in case
of resignation)
Remarks
S.R.Batlib
oi & Co.
LLP
12th Floor, The
Ruby,29 Senapati
Bapat Marg,
Dadar (West),
Mumbai - 400028
July 10, 2018 - No change
in Auditor
during 3
years.
(c) Profits of the Company, before and after making provisions for tax, for the three financial years
immediately preceding the date of circulation of offer document:
(in crores)
Particulars FY 21 FY 20 FY 19
Profit before provision for tax 262.33 240.45 325.41
Less: provision for tax 67.71 76.73 114.86
Profit after provision for tax 194.62 163.71 210.55
(d) Dividends declared by the Company in respect of the said three financial years; interest
coverage ratio for last three years (cash profit after tax plus interest paid/interest paid)
Particulars FY 21 FY 20 FY 19
Dividend Paid Rs. in Crs NIL 144.89 NIL
Interest Coverage Ratio 0.65 1.46 1.65
(e) Gross Debt/ Equity Ratio of the Company:-
As per IGAAP
*Before the issue of debt securities (considering the debt
position & net worth as on 31.07.2021)
6.21
**After the issue of debt securities (considering 200 Cr.
Debt addition to 31.07.2021 position& net worth as on
31.07.2021
6.42
(f) Summary of financial position of the Company as in the three audited balance sheets
immediately preceding the date of circulation of Offer Letter- Please refer to Annexure D
(Summary of Financial Position of the Company during the Last Three Financial Years) of this Offer
Letter.
(g) Audited Cash Flow Statements for the three years immediately preceding the date of circulation
of the offer letter- Please refer to Annexure E (Audited Cash Flow Statements for the Last Three
Financial Years) of this Offer Letter.
(h) Any change in accounting policies during the last three years and their effect on the profits and
the reserves of the Company: None
(i) Illustration of Cash Flows from the Debentures- Please refer to Annexure K of this Offer Letter.
(j) Details of borrowings of the Company, as on June 30, 2021- Please refer to Annexure G of this
Offer Letter.
30
- The amount of corporate guarantee issued by the Issuer along with name of the Counterparty
(like name of the subsidiary, JV, entity, group company, etc) on behalf of whom it has been issued: NIL
- Details of rest of borrowing as on June 30, 2021: NIL
Name of
Party
( in case
of
facility)/
Name of Instrument
Type of facility/ Instrument
Amount sanctioned/ issued
Principal Amount outstanding
Date of Repayment/ Schedule
Credi
t Rating
Secured/ Unsecured
Security
- Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 3 years: As of June 30, 2021, there was no default /s and/or delay in payments of interest and principal of any kind of term loans, debt securities.
- Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option: NIL
(k) Any material event/ development or change having implications on the financials/credit quality
(e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in
material liabilities, corporate restructuring event etc) at the time of issue which may affect the
issue or the Investor’s decision to invest / continue to invest in the debt securities
There is no material event / development or change at the time of issuance of this document which may affect the Issue or the Investors’ decision to invest / continue to invest in the debt securities. Please also refer to the Risk Factors.
(l) The names of the debenture trustee(s) shall be mentioned with statement to the effect that
debenture trustee(s) has given his consent to the Issuer for his appointment under regulation 4
(4) and in all the subsequent periodical communications sent to the holders of debt securities:
The Company has appointed Catalyst Trusteeship Limited as the Debenture Trustee to the
Issue. Catalyst Trusteeship Limited has given consent to act as the Debenture Trustee on
behalf of the Debenture holders. A copy of the consent letter is enclosed as Annexure J
(m) The detailed rating rationale (s) adopted (not older than one year on the date of opening of
the issue)/ credit rating letter issued (not older than one month on the date of opening of the
issue) by the rating agencies shall be disclosed:
The Company has obtained credit rating from the following agency, of which the proposed
issue forms a part:
31
Instrument Rating
Agency
Rating
Assigne
d
Amount
Rated (Face
Value) In Rs.
Cr.
Rating Rationale
Perpetual
NCD
CRISIL CRISIL
AAA/ST
ABLE
300 https://www.crisil.com/mnt/winshare/Rating
s/RatingList/RatingDocs/AxisFinanceLimited
_August%2003,%202021_RR_275295.html
(n) If the security is backed by a guarantee or letter of comfort or any other document / letter with
similar intent, a copy of the same shall be disclosed. In case such document does not contain
detailed payment structure (procedure of invocation of guarantee and receipt of payment by
the Investor along with timelines), the same shall be disclosed in the offer document:
Not Applicable. There is no guarantee/letter of comfort stipulated as security.
(o) Names of all the recognized stock exchanges where the debt securities are proposed to be
listed clearly indicating the designated stock exchange:
The Debentures are proposed to be listed on the BSE Limited.
(p) Key Operational and Financial Parameters for the last three audited years*
*on consolidated basis (wherever available) else on standalone basis (` in crore)
Parameters
FY2020-2021 FY2019-2020 FY 2018-2019
Balance Sheet
Net Fixed assets 16.46 16.28 14.41
Current assets 3,242.02 4,291.28 4,688.05
Non-current assets 7953.57 3,632.09 3,438.12
Total assets 11212.05 7,939.66 8,126.18
Non-Current Liabilities
(including maturities of long-term borrowings and shortterm borrowings) Financial (borrowings, trade payables, and other financial liabilities) Provisions Deferred tax liabilities (net) Other non-current liabilities
5,031.81 2,803.09 2,373.94
Current Liabilities (including maturities of long-term borrowings) Financial (borrowings, trade payables, and other financial liabilities)
4,737.75 3,891.99 4,531.85
32
Provisions Current tax liabilities (net) Other current liabilities
Equity (equity and other equity) 1442.48 1,244.57 1,220.39
Total equity and liabilities 11212.05 7,939.66 8,126.18
Profit and Loss
Total revenue
From operations
Other income
1,029.16 1,000.50
894.34
0.89
Total Expenses 766.84 760.28 569.82
Total comprehensive income
Profit / loss
194.64 163.16 210.54
Other comprehensive income 0.02 (0.33) (0.01)
Profit / loss after tax 194.62 163.49 210.55
Earnings per equity share: (a) basic; and (b) diluted
Continuing operations
Discontinued operations
Total Continuing and discontinued operations
4.04 3.39 4.38
Cash Flow
Net cash generated from operating activities 665.52 290.25 104.84
Net cash used in / generated from investing activities (775.24) 16.10 (106.06)
Net cash used in financing activities (1.62) (145.24) -
Cash and cash equivalents 50.68 162.02 0.91
Balance as per statement of cash flows 50.68 162.02 0.91
Additional information
Net worth 1,442.48 1,244.57 1,220.39
Cash and Cash Equivalents 50.68 162.02 90.62
Current Investments 761.07 0.03 -
Assets Under Management 10,989.37 7,635.72 8,025.57
Off Balance Sheet Assets - - -
33
Total Debts to Total assets 0.86 0.84 0.83
Debt Service Coverage Ratios 7.87% 11.53% 12.32
Interest Income 1,014.72 994.01 888.19
Interest Expense 489.77 520.34 499.64
Interest service coverage ratio 1.54 1.46 2.14
Provisioning & Write-offs 121.21 140.83 21.58
Bad debts to Account receivable ratio - - -
Gross NPA (%) 2.85% 4.49% 0.38%
Net NPA (%) 1.86% 3.18% 0.19%
Tier I Capital Adequacy Ratio (%) 13.05 15.02 14.31
Tier II Capital Adequacy Ratio (%) 6.50 7.99 6.78
(r) Debt Equity Ratio of the Company:
Debt to equity ratio
*Before the issue of debt securities (considering the debt position
& net worth as on 31.07.2021)
6.21
**After the issue of debt securities (considering 200 Cr. Debt
addition to 31.07.2021 position& net worth as on 31.07.2021
6.42
*considering the full amount of the issue including green shoe option
(s) Details of any other contingent liabilities of the issuer based on the last audited financial statements
including amount and nature of liability:
(t) Details of any outstanding borrowings taken/ debt securities issued for consideration other than
cash:
Debt Securities in whole or part, at a premium or
discount
in pursuance of an
option or not
NIL
11 OTHER DETAILS
(i) Silent Feature of Perpetual Debt Instrument as per “Master Direction DNBR. PD. 008/03.10.119/2016-
17” dated 01st September, 2016, updated as on February 17, 2020.
In terms of the Master Direction - Non-Banking Financial Company - Systemically Important Non-
Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, in
connection with “Enhancement of NBFCs’ capital raising option for capital adequacy purposes”
following are some of the terms and conditions applicable to Perpetual Debt Instruments (PDI)
for being eligible for inclusion in Tier I capital:
34
a. Maturity period of PDIs shall be perpetual.
b. However, the Company shall have 'call option' subject to strict compliance with each of
the following conditions:
i. that the instrument has run for a minimum period of ten years from the date of
allotment of the Debentures and
ii. Call option shall be exercised only with the prior approval of RBI.
While considering the proposals for exercising the call option the RBI would,
among other things, take into consideration the CRAR position of the Issuer both
at the time of exercise of the call option and after the exercise of the call option.
c. PDIs shall be subjected to a lock-in clause in terms of which the Company may defer the
payment of interest, if
i. the CRAR of the Company is below the minimum regulatory requirement
prescribed by RBI; or
ii. the impact of such payment results in capital to risk assets ratio (CRAR) of the
Company falling below or remaining below the minimum regulatory requirement
prescribed by the RBI;
d. However, the Company may pay interest with the prior approval of RBI when the impact
of such payment may result in net loss or increase the net loss, provided the CRAR remains
above the regulatory norm.
e. The interest shall not be cumulative except in cases as in (c).
f. The claims of the investors in PDI shall be:
i. superior to the claims of investors in equity shares; and
ii. subordinated to the claims of all other creditors.
g. PDI shall be unsecured and free of any restrictive clauses.
h. Call option price shall be at Face Value.
(ii) DRR creation - relevant regulations and applicability: This being a private placement of Debentures the Issuer is not required to create a DRR. However, the Issuer shall create a DRR, if required under Applicable Law, and if during the currency of these presents, any guidelines are formulated (or modified or revised) by the central government or any government agency or corporation having authority under law in respect of creation of DRR, the Issuer shall abide by such guidelines and execute all such supplemental letters, agreements and deeds of modifications as may be required by the Debenture Holders or the Debenture Trustee and shall also cause the same to be registered, where necessary
(iii) Setting up of Recovery Expense Fund - relevant regulations and applicability The Company has set up a Recovery Expense Fund by duly depositing a sum of INR 25,00,000 (Rupees Twenty-Five Lakhs Only) in account number BSEALF10819 maintained with HDFC Bank Ltd, Fort Branch in favour of BSE on March 1, 2021. The Company hereby agrees and undertakes to deposit with BSE such additional amount as may be required as per the provisions of the Act and the guidelines and circulars issued and notified by the SEBI from time to time.
(iv) Issue/instrument specific regulations - relevant details (Companies Act, RBI guidelines, etc): This Issue of Debentures is subject to the provisions of the Companies Act, the MoA and Articles, the terms of this Offer Letter, and the Application Form. Over and above such terms and conditions, the Debentures shall also be subject to other terms and conditions as may be incorporated in the Debentures Documents/ Letters of Allotment/ Debenture Certificates, guidelines, notifications, regulations relating to the issue of debentures, including the applicable SEBI regulations / guidelines / circulars and the RBI directions, as amended from time to time.
(v) Right of the Company to Purchase, Consolidate, Re-sell and Re-issue Debentures:
a) Purchase and Resale of Debentures:
The Company may, subject to Applicable Law at any time and from time to time, at its sole and absolute discretion purchase some or all of the Debentures held by the Debenture Holders at any time prior to the specified date(s) of redemption / put / call as specified in
35
the relevant offer document. Such buy-back of Debentures may be at par or at discount / premium to the face value at the sole discretion of the Company. The Debentures so purchased may, at the option of the Company, be cancelled, consolidated, held or resold in accordance with the provisions of the Applicable Law.
b) Reissue of Debentures:
The Company shall have a right to repurchase the said Debentures or any of the Series of
the Debentures and cancel or re-issue them from time to time in accordance with the
provisions of the Act and Applicable Law. Upon such re-issue the person entitled to the
Debentures shall have and shall be deemed always to have had, the same rights and
priorities as if the Debentures had never been redeemed.
(vi) Succession: In the event of demise of a Debenture Holder, the Company will recognize the executor or administrator of the demised Debenture Holder or the holder of succession certificate or other legal representative of the demised Debenture Holder as the registered holder of such Debentures, if such a person obtains probate or letter of administration or is the holder of succession certificate or other legal representation, as the case may be, from a court in India having jurisdiction over the matter and delivers a copy of the same to the Company. The Company may, in its absolute discretion, where it thinks fit, dispense with the production of the probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debentures standing in the name of the demised Debenture Holder on production of sufficient documentary proof or indemnity. In case a person other than individual holds the Debentures, the rights in the Debentures shall vest with the successor acquiring interest therein, including liquidator or any such person appointed as per the Applicable Law.
(vii) Effect of Holidays Should any of the Due date(s), as defined above or elsewhere in this Offer Letter or in any respective tranche offer document, fall on a non-Business Day, the next Business Day shall be considered as the effective date for the purpose of coupon/interest payment and the previous Business Day shall be considered as the effective date for the purpose of payment of redemption proceeds. However, in case any such payment falls on a holiday, the amount of that payment and the amounts and dates of all future payments shall remain as originally stipulated at the time of issuing the Debentures.
All interest & redemption calculations shall be made upto 1 (one) Business Day prior to the date of actual payment.
(viii) Application process
Who can apply?
This Offer Letter and the contents hereof are restricted to only the intended recipient(s) who
have been addressed directly through a communication by or on behalf of the Company, and
only such recipients are eligible to apply for the Debentures.
The categories of Investors eligible to invest in the Debentures, when addressed directly, include
a) Qualified Institutional Buyers (QIBs), as defined in the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time,
and any non-QIB investor including arranger(s), who are eligible to participate in the issue
through an Electronic Book Mechanism of BSE (BSE BOND – EBP).
How to apply?
36
Applications for the Debentures must be made by Investors in the Application Form, and must
be completed in block letters in English. Application Forms must be accompanied by either a
demand draft or cheque or electronic transfer drawn or made payable at par in favour of Axis
Finance Limited and should be crossed “account payee only”. The full amount of the face value
of the Debentures applied for has to be paid along with the delivery of the fully completed and
executed Application Form. The minimum number of Debentures that can be applied for and
the multiples thereof shall be set out in each Pricing Supplement. The applications not completed
in the said manner are liable to be rejected. The Application Forms duly completed
accompanied by account payee cheques/drafts/application money/transfer instructions from
the respective Investor’s account to the account of the Issuer, shall be submitted at the
registered office. Cheques/demand drafts/electronic transfers may be drawn on any scheduled
bank and payable at Mumbai. Returned cheques are not liable to be presented again for
collection, and the accompanying Application Forms are liable to be rejected. In case the
returned cheques are presented again the necessary charges, if any, are liable to be debited
to the Investor. The Company assumes no responsibility for any applications/cheques/demand
drafts lost in mail or in transit. Investors are required to submit certified true copies of the following
documents, along with the subscription form, as applicable:
• Memorandum and articles of association/constitutional documents/bye-laws/trust deed
• Government notification/ Certificate of incorporation;
• Board resolution / letter authorizing the investment along with operating instructions;
• Certified true copy of the power of attorney, wherever applicable;
• Specimen signature of the authorised signatories, duly certified by an appropriate
authority
• Copy of the PAN card;
• Form 15AA granting exemption from tax deductible at source on interest;
• Form 15H for claiming exemption from tax deductible at source on interest on
application money, if any;
• Order under Section197 of the IT Act;
• Order under Section 10 of the IT Act.
The officials should sign the Application Form under their official designations.
The payment to be made for subscription of the Debentures shall be made from the bank
account of the person subscribing to such Debentures and in case the Debentures are to be
held/ subscribed by joint holders then the payment shall be made from the bank account of the
person whose name first appears in the Application Form.
Applications under Power of Attorney
A certified true copy of the power of attorney or the relevant authority, as the case may be,
along with the names and specimen signature(s) of all the authorized signatories and the tax
exemption certificate/ document, if any, must be lodged along with the submission of the
completed Application Form. Further modifications/ additions in the power of attorney or
37
authority should be notified to the Issuer or to such other person(s) at such other address(es) as
may be specified by the Issuer from time to time through a suitable communication.
Application by Mutual Funds
In case of applications made by mutual funds, only through an asset management company a
separate application must be made in respect of each scheme of an Indian mutual fund
registered with SEBI and such applications will not be treated as multiple applications, provided
that the application made by the asset management company/ trustees/ custodian clearly
indicate their intention as to the scheme for which the application has been made.
Right to Accept or Reject Applications
The Company is entitled at its sole and absolute discretion to accept or reject any application,
in part or in full, without assigning any reason. Application Forms that are not complete in all
respects shall be rejected at the sole and absolute discretion of the Company, and would not
be paid any interest on the application money. The rejected applicants will be intimated along
with the refund warrant, if applicable, to be sent. Interest on application money will be paid from
the date of realisation of the cheque(s)/ demand drafts(s) till one day prior to the date of refund.
Application would be liable to be rejected on one or more technical grounds, including but not
restricted to:
1. Number of Debentures applied for is less than the minimum application size;
2. Bank account details not given;
3. Details for issue of Debentures in electronic/ dematerialised form not given;
4. PAN/GIR and IT Circle/Ward/District not given;
5. In case of applications under Power of Attorney by limited companies, corporate bodies,
etc. relevant documents not submitted;
In the event, if any Debentures applied for is not allotted in full, the excess application monies of
such Debentures will be refunded, as may be permitted.
Issue Program
The Debentures issued under this Disclosure Document shall be issued through the Electronic
Book Mechanism and the Issuer shall accordingly notify the details of each such issuance of
Debentures as per the Chapter VI of the Operational Guidelines issued by the Securities and
Exchange Boardof India dated August 10, 2021 through one of the EBPs. Accordingly, the Issuer
shall receive bids (during such hours of business as may be specified by the Issuer in this
Information Memorandum or such other time as may be notified by the Issuer through the
relevant EBP) from the eligible applicants through the relevant EBP. At the sole discretion of the
Issuer, the bids of the eligible applicants may be accepted by the Issuer and such applicants of
successful bids shall be allotted Debentures as per the terms of the Disclosure Documents.
Please refer Annexure A of this Offer Letter for deltailed Issue Program.
The manner of funds pay-in so chosen and details thereof:
Fund Payin by Investor to be done o T+1 where T is thr Issue Day.
Pay in shall be done through Clearing Corporation of BSE , i.e. Indian Clearing
Corporation Limited “ICCL”
38
Procedure and time of schedule for Allotment
On the Debentures being subscribed under this Issue, the Debentures would be Allotted by the
Board. The Company will credit the Depository Participant account of the allottee, in favour of
the allottees or send a refund letter along with refund amount, in accordance with the provisions
hereunder and the Debenture Documents.
Basis of Allotment
The Company has the sole and absolute right to Allot the Debentures to any applicant.
Issue of Debentures
After completion of all legal formalities the Company shall credit the depository account of the
allottee within 2 (two) trading days from the date of allotment.
Designated Account
If the Issuer is not able to allot the Debentures within 60 (sixty) days of receipt of application
money, it shall repay the application money to the subscribers within 15 (fifteen) days from the
date of completion of 60 (sixty) days and if the Issuer fails to repay the application money within
the aforesaid period, it shall be liable to repay that money with interest at the rate of 12% (twelve
per cent.) per annum from the expiry of the 60th (sixtieth) day:
Provided that monies received on application under this section shall be kept in the Account
with the Designated Bank and till the allotment of Debentures shall not be utilised for any purpose
other than—
(a) for adjustment against allotment of Debentures; or
(b) for the repayment of monies where the Issuer is unable to allot the Debentures.
Dispatch of Refund Orders
The Company shall ensure dispatch of refund orders, if any, by registered post.
Loss of Interest Cheques / Refund Cheques
Loss of interest cheques/refund cheques should be intimated to the Company along with
request for issue of duplicate instrument. The issue of duplicate in this regard shall be governed
by Applicable Law and any other conditions as may be prescribed by the Company.
Payment Mechanism:
Subscription should be as per the final allocation made to the successful bidder as notified by
the Issuer. Successful bidders should do the funds pay-in to the following bank account of
clearing corporation of BSE i.e. ICCL (“Designated Bank Account”):
Bank Name : ICICI Bank Limited
IFSC Code : ICIC0000106
Current A/c No : ICCLEB
39
Beneficiary Name : INDIAN CLEARING CORPORATION LTD
Successful bidders must do the funds pay-in to the Designated Bank Account on or before 10:30
a.m. on the Pay-in Date (“Pay-in Time”). Successful bidders should ensure to do the funds pay-
in from their same bank account which is updated by them in the BSE BOND - EBP Platform while
placing the bids. In case of mismatch in the bank account details between BSE BOND - EBP
Platform and the bank account from which payment is done by the successful bidder, the
payment would be returned back.
Note: In case of failure of any successful bidder to complete the funds pay-in by the Pay-in Time
or the funds are not received in the Designated Bank Account by the Pay-in Time for any reason
whatsoever, the bid will liable to be rejected and the Issuer shall not be liable to the successful
bidder. Funds pay-out would be made by BSE to the bank account of the Issuer registered on
the BSE BOND-EBP Platform.
Real Time Gross Settlement / National Electronic Fund Transfer/ cheque / demand draft will be
accepted. The Issuer assumes no responsibility for any applications lost in mail.
Applications should be for the number of Debentures applied by the Applicant. Applications not
completed in the said manner are liable to be rejected. The applicant or in the case of an
application in joint names, each of the applicant, should mention his/her Permanent Account
Number (PAN) allotted under the Income-tax Act, 1961 or where the same has not been allotted,
the GIR No. and the
Income tax Circle/Ward/District. As per the provision of Section 139A (5A) of the IT Act, PAN/GIR
No. needs to be mentioned on the TDS certificates. Hence, the investor should mention his
PAN/GIR No. In case neither the PAN nor the GIR Number has been allotted, the applicant shall
mention “Applied for” nor in case the applicant is not assessed to income tax, the applicant
shall mention ‘Not Applicable’ (stating reasons for non-applicability) in the appropriate box
provided for the purpose.
Application forms without this information will be considered incomplete and are liable to be
rejected.
All applicants are requested to tick the relevant column “Category of Investor” in the
application form. Public/ Private/ Religious/ Charitable Trusts, Provident Funds and Other
Superannuation Trusts and other investors requiring “approved security” status for making
investments.
Computation of interest
Interest for each of the relevant Interest Periods shall be computed on the basis of actual number
of days elapsed in a year of 365 (three hundred and sixty five) days or 366 days (three hundred
and sixty six days) in case of a leap year.
Interest at the applicable Interest rate will be paid only to the beneficiaries as per the beneficiary
list provided by the Depository as on the Record Date. Interest on the Debentures shall be
payable on the relevant Interest Payment Date for the respective options of Debentures, and if
40
such day is not a Business Day, then the Business Day immediately after such day provided that
the Interest shall be calculated till the last day of the relevant Interest Period.
In the case of joint holders of Debentures, Interest shall be payable to the first named Debenture
Holder.
In the case of redemption of any of the Debentures on a day other than an Interest Payment
Date, accrued Interest on the Debentures for such broken period shall be paid on a pro-rata
basis.
Pursuant to the SEBI circular bearing number CIR/IMD/DF/18/2013 dated October 29, 2013 and
SEBI Circular No. CIR/IMD/DF1/122/2016 dated November 11, 2016, if the due date in respect of
redemption of the Debentures, liquidated damages, fees and all other monies payable under
these presents falls on a day other than a Business Day, then such amounts as due and payable
on such day, would be paid on the previous Business Day (which shall be a day when the money
market is functioning in Mumbai) without any interest for the period outstanding. In case the
interest payment date falls on a day other than a Business day then the interest shall be paid on
the succeeding Business Day, (which shall be a day when the money market is functioning in
Mumbai) however the future coupon payment dates would be as per the schedule originally
stipulated in the Offer Letter.
All payments made by the Issuer to any Debenture Holder are exclusive of all taxes, other than
any taxes on income which income taxes may be deducted at source as per the IT Act or any
other statutory modification or re-enactment thereof, and such sums shall be credited /
deposited as per the provisions of IT Act.
Redemption
Each Options of the Debentures will be redeemed on their respective Final Maturity Dates.
Payment on redemption
Payment of the redemption amount of the Debentures will be made by the Company to the
beneficiaries as per the beneficiary list provided by the Depositories as on the Record Date. The
Debentures shall be taken as discharged on payment of the Outstanding Amounts of the
Debentures by the Company to the beneficiaries as per the beneficiary list. Such payment will
be a legal discharge of the liability of the Company towards the Debenture Holders. On such
payment being made, the Company will inform the Depository and accordingly the account of
the Debenture Holders with Depositories will be adjusted. The Company’s liability to the
Debenture Holder for each options of Debentures in respect of all their rights including for
payment or otherwise shall cease and stand extinguished after the respective Final Maturity
Date. Upon dispatching the payment instrument towards payment of the Outstanding Amounts
of the Debentures as specified above in respect of the Debentures, the liability of the Company
shall stand extinguished. Further, the Issuer will not be liable to pay any interest or compensation
from such date of redemption.
Mode of Transfer
The Debentures shall be freely transferable to all classes of eligible investors subject to
compliance with Applicable Laws. The Debentures shall be transferred and/or transmitted in
accordance with applicable provisions of the Companies Act and other Applicable Laws.
41
Transfer of Debentures (being in dematerialised form) would be in accordance to the rules/
procedures as prescribed by the Depositories.
Rights of Debenture Holders
The Debentures Holder(s) shall not be entitled to any right and privileges of shareholders other
than those available to them under any Applicable Law including the Companies Act and the
Debenture Documents. The Debentures shall not confer upon the Debenture Holders the right to
receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the
Company.
Modification of Rights
The rights, privileges, terms and conditions attached to the Debentures may be varied, modified
or abrogated with the consent, in writing, of majority debenture holders, or where such rights,
terms, privileges etc. pertain to only a specific Option of Debentures and not all Debentures, of
majority debenture holders holding Debenture of such Options, or with the sanction accorded
pursuant to a resolution passed at a meeting of the Debenture Holders (or the Debenture Holders
of a particular Options, as the case may be), carried by a majority consisting of not less than
three-fourths of the persons voting there upon a show of hands or, if a poll is demanded by a
majority representing not less than three-fourths in value of the votes cast on such poll, provided
that nothing in such consent or resolution shall be operative against the Issuer where such
consent or resolution modifies or varies the terms and conditions of the Debentures, if the same
are not accepted in writing by the Issuer. Provided however that where the Debenture Trustee
determines any such condition, terms etc. which are to be modified to be of a of a formal,
negligible, minor or technical nature, the Debenture Trustee may, at any time, without prejudice
to the rights of the Debenture Holders in respect of any subsequent modification, modify such
rights, privileges, terms and conditions.
Future Borrowings
The Company shall with the intimation to the Debenture Trustee be entitled to make further
issue(s) of debentures, raise further loans and advances and/or avail further deferred payment
guarantees or other financial facilities from time to time from such persons/ banks/ financial
institutions or body corporate/ any other agency and for such create any mortgage or charge
on any of the aforesaid properties or assets.
Delay in Listing:
In case of delay in listing of the Debt securities beyond T+4 working days from the closure of
issue, the Company shall pay penal interest of 1.00% p.a over the coupon rate for the period of
delay to the investor (i.e. from date of allotment to the date of listing)
Default in Payment
In case of default in payment of Interest and/or principal redemption on the due dates,
additional interest of atleast @ 2% p.a. over the coupon rate shall be payable by the Issuer for
the defaulting period.
Tax Deduction at Source
42
Tax as applicable under the IT Act or under any other statutory modification or re-enactment
thereof will be deducted at source on coupon payment. Requisite certificate for tax deducted
at source, as contemplated and/or required under the provisions of IT Act from time to time, will
be issued to the registered holders of the Debentures as per the records on the Record Date as
applicable.
Interest payable subsequent to the Deemed Date of Allotment of Debentures will be treated as
‘Interest on Securities’ as per the relevant Income Tax Rules. Debenture Holders desirous of
claiming exemption from deduction of income tax at source on the interest payable on
Debentures should submit tax exemption certificate/ document, under Section 193 of the IT Act,
if any, at the office of the Issuer, at least 30 (thirty) days before the payment becoming due. Tax
exemption certificate/declaration of non-deduction of tax at source on interest on application
money, should be submitted along with the Application Form.
Terms of Debenture Documents
The provisions of this Offer Letter and the covenants, undertakings, representations and
disclosures made by the Issuer under this Offer Letter shall be supplemental / in addition to the
obligations, undertakings, covenants, representations etc. of the Issuer incorporated under the
other Debenture Documents.
Debenture Trustee Appointment
The Debenture Trustee has executed Debenture Trustee Agreement dated August 20, 2021 and
as per the Debenture Trustee Agreement, the Debenture Trustee is entitled to the fees,
remuneration and all reasonable costs, charges, travelling, legal and expenses as set out in the
consent letter dated consent letter CL/MUM/21-22/DEB/350 dated August 9, 2021 appended
herein as Annexure J for its services as the Debenture Trustee. Under the Debenture Trustee
Agreement, the Company has agreed to provide the details of the bank account from which
the Company proposes to make the payment of interest and/or redemption of principal due to
the Debenture Holder prior to the execution of the Debenture Trust Deed.
Depository Arrangements
The Issuer has appointed Link Intime India Private Limited as Registrars and Transfer Agent for the
present Issue. The Issuer has made necessary depository arrangements with NSDL and CDSL for
issue and holding of Debentures in dematerialized form. Investors can hold the debentures only
in dematerialised form and deal with the same as per the provisions of Depositories Act, 1996 as
amended from time to time. The Depository Participant’s name, DP-ID and beneficiary account
number must be mentioned at the appropriate place in the Application Form. The Issuer shall
take necessary steps to credit the Debentures allotted to the depository account of the
Debenture Holder.
Disclaimer in respect of jurisdiction
This Issue is made in India to Investors who shall be specifically approached by the Company.
This Offer Letter does not constitute an offer to sell or an invitation to subscribe to Debentures
offered hereby to any Person to whom it is not specifically addressed. Any disputes arising out of
this Issue will be subject to the exclusive jurisdiction of the courts of Mumbai. This Offer Letter does
not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other
jurisdiction to any Person to whom it is unlawful to make an offer or invitation in such jurisdiction.
43
No action is being taken to permit an offering of the Debentures or the distribution of this Offer
Letter in any jurisdiction where such action is required. The distribution of this Offer Letter and the
offering and sale of the Debentures may be restricted by law in certain jurisdictions. Persons into
whose possession this Offer Letter comes are required to inform themselves about and to observe
any such restrictions.
Other Consents
Catalyst Trusteeship Limited has given its written CL/MUM/21-22/DEB/350 dated August 9, 2021
for its appointment as Debenture Trustee to the Issue under Regulation 4(4) of the SEBI
Regulations and inclusion of its name in the form and context in which it appears in this Offer
Letter. See Annexure J hereof.
Force Majeure
The Issuer reserves the right to withdraw the issue prior to the Deemed Date of Allotment in the
event of any unforeseen development adversely affecting the economic and regulatory
environment. The Issuer reserves the right to change the issue schedule.
Breach of Covenant by Issuer may be Waived
The Trustee may, at any time, after obtaining the consent of the Majority Debenture Holders or
where the breach is of the covenants only with respect to specific options of Debentures and
not all Debentures, the Majority Debenture Holders holding the specific Option of Debentures,
waive on such terms and conditions as to them shall seem expedient any breach by the Issuer
of any of the covenants and provisions in the Debenture Documents without prejudice to the
rights of the Trustee in respect of any subsequent breach thereof. Provided however that where
the Debenture Trustee determines such breach to be of a formal, negligible, minor or technical
nature, the Debenture Trustee may, at any time, without prejudice to the rights of the Debenture
Trustee in respect of any subsequent breach thereof, waive on such terms and conditions as it
shall deem expedient any such breach by the Issuer.
Lock-in Clause
In terms of the Master Direction - Non-Banking Financial Company - Systemically Important Non-
Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, in
connection with “Enhancement of NBFCs’ capital raising option for capital adequacy purposes”
containing terms and conditions applicable to Perpetual Debt Instruments (PDI) for being eligible
for inclusion in Tier I capital, (a) these Unsecured Debentures shall be subjected to a lock-in
clause in terms of which the Company may defer the payment of interest, if (i) the CRAR of the
Issuer is below the minimum regulatory requirement prescribed by RBI; or (ii) the impact of such
payment results in CRAR of the Issuer falling below or remaining below the minimum regulatory
requirement prescribed by RBI; (b) However, the Issuer may pay interest with the prior approval
of the RBI when the impact of such payment may result in net loss or increase the net loss,
provided the CRAR remains above the regulatory norm. (c) The interest shall not be cumulative
except in cases as in (a) above. (d) All instances of invocation of the lock- in clause shall be
notified by the issuing NBFCs – ND – SI to the Regional Office of Department of Non – Banking
Supervision of the Reserve Bank of India in whose jurisdiction NBFC is registered.
44
MATERIAL DOCUMENTS
Copies of the following documents may be inspected at the registered office of the Company from
11:00 am to 1:00 pm on any working day (Monday to Friday) until the date of closing of this Issue:
Certified copies of last 3 Financial Years’ Annual Report containing the audited Balance Sheet
and Profit & Loss Account.
Certified true copy of the Certificate of Incorporation of the Company
Certified true copy of the Certificate dated April 25, 2002 issued by RBI, under section 45IA of the
Reserve Bank of India Act, 1934.
Certified copy of Shareholders’ Resolution dated 20th th July 2021, the Board Resolutions dated
16th April 2021 authorizing Issue of Debentures offered under terms of this Offer Letter and other
relevant Debenture Documents and the list of authorized signatories.
Certified true copy of the Memorandum and Articles of the Company.
Copy of the consent letter bearing reference no CL/MUM/21-22/DEB/350 dated August 9, 2021
Catalyst Trusteeship Limited for acting as Debenture Trustee for and on behalf of the holder(s) of
the Debentures.
Copy of the letter bearing reference no. RL/ENAMF/275295/PBOND/0821/15083/95922660 dated
03.08.2021 issued by CRISIL Ratings Limited conveying the credit rating for the Debentures of the
Company and the rating rational pertaining thereto.
Copy of the tripartite agreement between the Company, National Securities Depository
Ltd/Central Depository Services (India) Ltd and the Registrar to the Issue of Debentures in
dematerialized form.
Copy of the Debenture Trustee Appointment Agreement.
Copy of the Debenture Trust Deed.
PART B
1 Name
2 Father’s Name
3 Complete Address including
Flat/House Number, Street, Locality,
PIN Code
4 Phone Number
5 Email ID
6 PAN Number
7 Bank Account Details
Signature (Of the Applicant)
UNDERTAKING BY THE ISSUER
i) “Investors are advised to read the risk factors carefully before taking an investment decision in this
issue. For taking an investment decision, investors must rely on their own examination of the issuer
and the offer including the risks involved. The securities have not been recommended or approved
by the any regulatory authority in India, including the Securities and Exchange Board of India (SEBI)
nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors
45
is invited to the statement of ‘Risk factors’ given on page number 13-22 under the section ‘General
Risks’."
ii) “The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this
Offer Letter contains all information with regard to the issuer and the issue, that the information
contained in the offer document is true and correct in all material aspects and is not misleading in
any material respect, that the opinions and intentions expressed herein are honestly held and that
there are no other facts, the omission of which make this document as a whole or any of such
information or the expression of any such opinions or intentions misleading in any material respect."
iii) “The Issuer has no side letter with any debt securities holder. Any covenants later added shall be
disclosed on the stock exchange website where the debt is listed.”
DECLARATION
The Company and each of the Directors of the Company hereby confirm that
a. the Company has complied with the provisions of the Companies Act and the rules made
thereunder;
b. the compliance with the Act and the rules made thereunder does not imply that payment of
dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central
Government; and
c. the monies received under the offer shall be used only for the purposes and objects indicated in
the Offer letter.
d. the Permanent Account Number of the Promoter and of the directors have been submitted to the
stock exchanges on which the non-convertible securities are proposed to be listed, at the time of
filing the draft offer document.
I am authorized by the Board of Directors of the Company vide resolution dated 16th April 2021 to sign
this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder
in respect of the subject matter of this form and matters incidental thereto have been complied with.
Whatever is stated in this form and in the attachments thereto is true, correct and complete and no
information material to the subject matter of this form has been suppressed or concealed and is as per
the original records maintained by the promoters subscribing to the Memorandum of Association and
Articles of Association.
It is further declared and verified that all the required attachments have been completely, correctly
and legibly attached to this form.
Place: Mumbai
Date: August 20, 2021
46
Attachments: -
Annexure A- Terms and Conditions of the Issue (as amended)
Annexure B- Remuneration to Directors
Annexure C- Related Party Transactions
Annexure D- Summary of Financial Position of the Company during the Last Three Financial Years
Annexure E– Audited Cash Flow Statements for the last 3 (three) years immediately preceding the
date of this Offer Letter.
Annexure F- Pre-Issue and Post-Issue Shareholding Pattern
Annexure G– Details Of Borrowing As On June 30, 2021
Annexure H- Certified Copy Of Board Resolution
Annexure I- Certified Copy Of The Shareholders Resolution
Annexure J – Consent Of Trustee ,Credit Rating Letter and Rating Rationale
Annexure K- Illustration Of Cash Flows From The Debentures
Annexure L- Disclosures of NBFCs
Annexure M- Audit Report From Statutory Auditor For FY Ended March 31, 2021
47
ANNEXURE A
Terms and Conditions of the Issue (as amended)
Security Name 7.90% PERPETUAL NCD, AFL
Issuer Axis Finance Limited. (“AFL” or the “Company” or the
“Issuer”)
Type of Instrument Fully paid Unsecured Redeemable Non-Convertible
Perpetual Debentures which will be part of Tier 1 Capital
Nature of Instrument Unsecured
Seniority
The claim of the investor in Perpetual Debt Instrument (PDI)
shall be:
c) Superior to the claims of investors in equity share;
and
d) Subordinated to the claims of all other creditors.
Mode of Issue Private Placement
Debenture Trustee Catalyst Trusteeship Limited
Eligible Investors/
Eligible Participants
Qualified Institutional Buyers (QIBs), as defined in the
Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2009, as
amended from time to time, and
Listing (including the name of the stock
exchange where it will be listed and
timeline for listing)
The NCDs will be listed on the Wholesale Debt Market
Segment (WDM) of the BSE Ltd (BSE).
The Issuer proposes to list these Debentures on the BSE
Limited. The Issuer confirms that the Debentures would be
listed within 4 (four) Trading days from the Closure of Issue.
Delay in Listing: In case of delay in listing of the debt
securities the Company shall pay penal interest of 1 % p.a.
over the coupon rate.
Objects of the Issue / Details of
utilization of proceeds
The object of the Issue is to augment long-term resources of
the Company in its line of business and business operations
including for capital expenditure, working capital
requirements, augmenting Tier 1 etc.
The expenses of the present issue would also be met from
the proceeds of the Issue. The Main Object Clause of the
Memorandum of Association of the Company enables it to
undertake the activities for which the funds are being raised
through the present issue and also the activities, which the
Company has been carrying on till date.
Interim Use of Proceeds The management of the Company,
in accordance with the policies formulated by it from time
to time, will have flexibility in deploying the proceeds
received from the Issue. Pending utilization of the proceeds
48
out of the Issue for the purposes described above, the
Company intends to temporarily invest funds in high quality
interest bearing liquid instruments including money market
mutual funds, deposits with banks or temporarily deploy the
funds in investment grade interest bearing securities.
Details of utilisation of Issue
Proceeds
The proceeds of the issue will be utilized for general
corporate purposes including augmenting long-term
financing requirements of the company in its business and
also for other purposes as may be decided by our Board
and as permissible under applicable laws and government
policies.
Security-
[Description regarding Security (where
applicable) including type of security
(movable/immovable/tangible etc.),
type of charge (pledge/
hypothecation/ mortgage etc.), date
of creation of security/ likely date of
creation of security, minimum security
cover, revaluation, replacement of
security, interest to the debenture
holder over and above the coupon
rate as specified in the Trust Deed and
disclosed in the Offer Document/
Information Memorandum.]
Not Applicable (Unsecured)
Series AFL 06 /2021-22
Credit Rating ‘CRISIL AAA/Stable’ issued by CRISIL Ratings Ltd vide their
letter bearing reference no.
RL/ENAMF/275295/PBOND/0821/15083/95922660 dated
03.08.2021
Issue Size In the aggregate of up to Rs. 100,00,00,000 (Rupees One
Hundred Crores only) with green shoe option of
Rs.100,00,00,000 (Rupees One Hundred Crores) to be issued
in one tranche comprising of one or more Series of the
aggregate nominal value as specified in the Information
Memorandum Document
Issue Amount Rs. 100.00 crores
Green Shoe Rs. 100.00 crores
Option to retain oversubscriptions As mentioned in the Green shoe section
Coupon Rate 7.90% p.a.
Step Up/Step Down Coupon Rate 100 bps (After the lapse of ten years from the date of
allotment, if call is not exercised).
Coupon payment dates 25th August every year
Coupon Type Fixed
49
Coupon Payment Frequency Annually
Coupon Reset Process (including rates,
spread, effective date, interest rate
cap and floor etc). N.A.
Put Option Date N.A.
Put Option Price N.A.
Call Option Date NCDs will have a call option which may be exercised by the
Company any time after the end of 10 years from the
Deemed Date of Allotment of the Debentures, subject to
provision of prior written notice to the holders of the
Debentures and the Debenture Trustees at least twenty-
one (21) calendar days before the date from which such
right is exercisable.
Conditions for exercising the Call
Option
Call option shall be exercised subject to strict compliance
with each of the following conditions:
a) That the instrument has run for a minimum period of ten
years from the date of issue; and
b) Call option shall be exercised only with the prior
approval of RBI.
While considering the proposals received for exercising the
Call Option, RBI would, among other things, take into
consideration the position of the Issuer’s Capital to Risk
Assets Ratio (“CRAR”), both at the time of and after the
exercise of the Call Option.
Call option Price At the Face Value
Put Notification time N.A.
Call Notification time Any redemption of the NCDs on account of exercise of Call
Option shall be subject to the Issuer giving not less than
twenty-one (21) calendar days’ prior notice to the NCD
holders and Debenture Trustee.
Proceeding against the Issuer: The holders of the Instrument directly or acting through the
Debenture Trustee may initiate proceedings against the
Company in the event of (a) Non-payment of Interest
subject to Lock in Clause as specified in RBI Guidelines as
amended from time to time and / or Insolvency of the
Company or Winding-Up
Day Count Basis Actual/Actual
Tenor Perpetual
Redemption Date N.A. (Perpetual)
Redemption Amount N.A. (Perpetual)
Redemption Premium N.A
50
Issue Price At par, Rs.1,00,00,000/- per NCD
Face Value Rs.1,00,00,000/- each (Rs. One Crore each)
Discount at which security is issued and
the effective yield as a result of such
discount
N.A.
Issue Opening Date/Bid Opening Date 24th August 2021
Issue Closing Date/Bid Closing Date 24th August 2021
Pay in Date 25th August 2021
Deemed Date of Allotment 25th August 2021
Manner of bidding in the issue Open Bidding
Manner of allotment in the issue Uniform yield allotment
Manner of settlement in the issue Through clearing corporation
Settlement cycle T+1
Minimum Application (Minimum Bid
Lot) and in multiples of _Debt securities
thereafter
The minimum Application shall be Rs.1,00,00,000.00 (Rupees
One Crore – 1 NCDs) and in multiple of Rs.1,00,00,000.00
(Rupees One Crore – 1 NCD) thereafter
Interest on Application Money Interest on application money will be paid to investors at
Coupon/ Yield to maturity (YTM) from the date of realization
of subscription money upto one day prior to the Deemed
Date of Allotment. Such interest shall be payable within
fifteen business days from the Deemed Date of Allotment.
Discount at which security is issued and
the effective yield as a result of such
discount.
N.A
Lock-In Clause (d) These Unsecured NCDs shall be subjected to a lock-in
clause in terms of which the Issuer may defer the
payment of interest, if:
iii. the CRAR of the Issuer is below the minimum
regulatory requirement prescribed by the RBI; or
iv. the impact of such payment results in CRAR of the
Issuer falling below or remaining below the minimum
regulatory requirement prescribed by the RBI;
(e) However, the Issuer may pay interest with the prior
approval of the RBI when the impact of such payment
may result in net loss or increase the net loss, provided
the CRAR remains above the regulatory norm.
(f) The interest shall not be cumulative except in cases as
in (a) above.
(g) All instances of invocation of the lock- in clause shall be
notified by the issuing NBFCs – ND – SI to the Regional
Office of Department of Non – Banking Supervision of
51
the Reserve Bank of India in whose jurisdiction NBFC is
registered
Issuance mode of the Instrument Demat only
Trading mode of the Instrument Demat only
Settlement mode of the Instrument RTGS/NEFT/Fund Transfer
Depository National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL)
Arranger to the issue ICICI Securities Primary Dealership Ltd.
ICICI Centre, H T Parekh Marg,
Churchgate, Mumbai – 400 020
Tel: (022) 22882460/70
Fax: 91-22-22882312
Website: www.icicisecuritiespd.com
Contact Person : Mr. Saurabh Batra
Business Day
Convention
If the date of payment of interest does not fall on a Working
Day in Mumbai, then the interest payment will be made on
succeeding Working Day, however the calculation for
payment of interest will be only till the originally stipulated
Interest Payment Date. The dates of the future interest
payments would be as per the originally stipulated
schedule. Payment of interest will be subject to the
deduction of tax as per Income Tax Act or any statutory
modification or re-enactment thereof for the time being in
force.
In case the Maturity Date (also being the last Interest
Payment Date) does not fall on a Working Day in Mumbai,
the payment will be made on the immediately preceding
Working Day, along with coupon/interest accrued on the
NCDs until but excluding the date of such payment.
Working Day means a day which is not a Saturday, Sunday
or a public holiday and on a day when there is no RTGS/
NEFT/ ECS clearing facility in Mumbai.
(Refer SEBI Circular –CIR/IMD/DF-1/122/2016 dated
November 11, 2016)
Record Date The record date will be 15 (fifteen) days prior to each
interest payment / principal repayment date
All covenants of the issue (including
side letters, accelerated payment
clause, etc.)
As per Information Memorandum (IM) / Debenture Trust
Deed (DTD) and applicable Regulations.
52
Right to Re-purchase Debentures
The Issuer will have power, exercisable at its sole and
absolute discretion from time to time, to re-purchase a part
or all of its Debentures from the secondary markets at Fair
Market Value or otherwise, at any time prior to the
Redemption Date, subject to applicable law and in
accordance with the applicable guidelines/regulations
Security Not Applicable (Unsecured)
Transaction Documents 1. Debenture Trustee Appointment Agreement;
2. Information Memorandum;
3. Debenture Trust Deed
4.Term Sheet;
5. Rating Letter;
6. Trustee Consent Letter;
7. Application Form; and
8. Any other document related to the transaction that may
be designated as a ‘Transaction Document’ by the
debenture trustee.
Conditions Precedent to Disbursement N.A.
Condition Subsequent to Disbursement N.A.
Events of Default (including manner of
voting /conditions of joining Inter
Creditor Agreement)
As per the Debenture Trust Deed
Voting / conditions of joining Inter
Creditor Agreement in the Event of
Default
As per IM / DTD and applicable Regulations
Creation of Recovery Expense Fund The Company has set up a Recovery Expense Fund by duly
depositing a sum of Rs. 25,00,000 (Rupees Twenty-Five Lakhs
Only) in account number BSEALF10819 maintained with
HDFC Bank Ltd, Fort Branch in favour of BSE on March 1,
2021.
The Issuer agrees and undertakes to deposit with BSE such
additional amount as may be required as per the provisions
of the Act and the guidelines and circulars issued and
notified by the SEBI from time to time.
Conditions of breach of Covenants (As
specified in Debenture Trust Deed)
As per IM / DTD and applicable Regulations
Risk factors pertaining to the Issue Refer Section - Management’s Perception Of Risk Factors
as mentioned in the Information Memorandum
53
Default Interest Rate In case of default in payment of Interest and/or principal
redemption on the due dates, additional interest of atleast
@ 2% p.a. over the coupon rate shall be payable by the
Issuer for the defaulting period.
Delay in Listing In case of delay in listing of the debt securities beyond 4
days from the closure of the issue, the Company shall pay
penal interest of atleast @ 1 % p.a. over the coupon rate for
the period of delay to the investor (i.e. from date of
allotment to the date of listing)
Provisions related to Cross Default
Clause N.A.
Role and Responsibilities of Debenture
Trustee As defined in the Debenture Trust Deed
Governing Law and Jurisdiction Laws of India subject to jurisdiction of Mumbai courts
Disclosure in terms of SEBI Circular No.
SEBI/HO/MIRSD/CRADT/CIR/P/2020/218
dated November 03, 2020
“Debt securities shall be considered as secured only if the
charged asset is registered with Sub-registrar and Registrar
of Companies or CERSAI or Depository etc., as applicable,
or is independently verifiable by the debenture trustee.”;
Terms and conditions of Debenture trustee agreement
including fees charged by Debenture Trustee
The Issuer will be executing the Debenture Trustee
Appointment Agreement (DTAA) and the Debenture
Trustee Deed (DTD) before issue opening date.
Service charges of Debenture Trustee As mentioned in their
consent letter bearing reference no. CL/MUM/21-
22/DEB/350 dated 9th August, 2021.
Process of Due Diligence carried out by Debenture Trustee-
Not applicable- As this being issue of unsecured
subordinated debt securities by the Issuer, no security is
proposed to be created by the Issuer.
RBI Guidelines Master Direction - Non-Banking Financial Company -
Systemically Important Non-Deposit taking Company and
Deposit taking Company (Reserve Bank) Directions, 2016
as amended from time to time.
Settlement Indian Clearing Corporation Limited (ICCL)
54
ANNEXURE B
REMUNERATION OF DIRECTORS (DURING THE CURRENT YEAR AND LAST THREE FINANCIAL YEARS)
FY 2020 – 21 Rs. 4,07,65,575
FY 2019-20 Rs. 2,88,68,413/-
FY 2018-19 Rs. 2,63,06,463/-
55
ANNEXURE C
RELATED PARTY TRANSACTIONS ENTERED DURING THE LAST THREE FINANCIAL YEARS
FY 18-19, FY 19-20 & FY 20-21
Related Parties disclosure:
Disclosure in respect of Related Parties pursuant to Accounting Standard – 18:
List of Related Parties:-
Parties where control exists: Holding Company
Axis Bank Limited (“ABL”)
Fellow subsidiary companies
Axis Private Equity Limited (“APEL”) (amalgamated with AFL vide order dated 27 February 2020
(CTC made available on 24 July 2020) passed by Hon’ble NCLT, Mumbai bench)
Axis Securities Limited (“ASL”)
Axis Mutual Fund Trustee Limited (“AMFTL”)
Axis Trustee Services Limited (“ATSL”)
Axis Asset Management Company Limited (“AAMCL”)
Axis Bank U.K. Limited (“ABUKL”)
Axis Capital Limited (“ACL”)
A. Treds Limited (“ATL”)
Freecharge Payment Technologies Private Limited ("FPTPL") (w.e.f. 6 October 2017)
Accelyst Solutions Private Limited ("ASPL") (w.e.f. 6 October 2017)
Subsidiaries of Fellow subsidiary company/ies
Axis Capital USA LLC (subsidiary of Axis Capital Ltd.) (w.e.f. 2 August 2017)
Key management person
Bipin Kumar Saraf, Managing Director and Chief Executive Officer
Amith Iyer, Chief Financial Officer
Rajneesh Kumar, Company Secretary
56
Transactions with related parties
Transactions with related parties for FY 18-19
Nature of transactions
Holding
Company
₹
Fellow
Subsidiary
₹
Key
Managemen
t Personnel
₹
Total
₹
Income
Processing fees (ABL)
1,32,71,793
-
-
1,32,71,793
(13,37,64,859) (-) (-) (13,37,64,859)
Capital Receipts and Payments
Issue of Equity Share Capital
(Including Share premium)
(ABL)
-
-
-
-
(1,25,00,00,000
) (-) (-)
(1,25,00,00,000
)
Non-Convertible Debentures
(ABL)
50,00,00,000
-
-
50,00,00,000.00
(1,00,00,00,000
) (-) (-)
(1,00,00,00,000
)
Sale of Desktops (ACL)
-
28,262
- 28,262
(-) (-) (-) (-)
Expenses
Dividend Paid (ABL)
-
-
-
-
(1,21,27,82,500
) (-) (-)
(1,21,27,82,500
)
Rent paid (ABL)
1,70,18,991
-
-
1,70,18,991
57
(1,03,06,692) (-) (-) (1,03,06,692)
Rent paid (ASL)
-
-
-
-
(-) (3,42,000) (-) (3,42,000)
Bank charges (ABL)
33,189 -
-
33,189
(20,999) (-) (-) (20,999)
NACH charges (ABL)
11,720 -
- 11,720
(8,420) (-) (-) (8,420)
Reimbursement of staff cost
(APEL)
- 26,14,205
- 26,14,205
(-) (22,22,726) (-) (22,22,726)
Interest paid on borrowings
(ABL) 10,93,70,296 -
- 10,93,70,296
(15,30,64,944 (- (- (15,30,64,944)
Internet charges paid (ASL) - -
-
-
(-) (60,950) (-) (60,950)
Demat Charges (ASL) - 4,57,700
- 4,57,700
(-) (1,05,435) (-) (1,05,435)
Demat Charges (ABL) 5,93,018 -
- 5,93,018
(1,07,621) (-) (-) (1,07,621)
Professional fees (ATSL)
- 3,87,500
- 3,87,500
(-) (7,50,000) (-) (7,50,000)
Salary, Rent and contribution
to PF
-
- 3,47,25,121 3,47,25,121
(-) (-) (3,05,91,790) (3,05,91,790)
58
Service charges (ACL)
-
-
-
-
(-) (11,34,711) (-) (11,34,711)
Brokerage paid (ASL)
- 42,73,666
- 42,73,666
(-) (5,14,453) (-) (5,14,453)
IPA commission charges paid
(ABL) 7,70,000
-
- 7,70,000
(8,50,000) (-) (-) (8,50,000)
Retainership fees
reimbursement (ABL) 24,000
-
- 24,000
(24,000) (-) (-) (24,000)
Particulars Holding
Company
Fellow
Subsidiaries
including
subsidiaries of
fellow
subsidiaries
Key
Managemen
t Personnel
Total
₹ ₹ ₹ ₹
Service charges other – IT
Service fees (ABL) 15,67,808
-
- 15,67,808
(3,99,798) (-) (-) (3,99,798)
Referral fees (ABL)
-
-
-
-
(2,33,748) (-) (-) (2,33,748)
Arrangership fees (ABL) 10,44,000
-
- 10,44,000
(39,30,000) (-) (-) (39,30,000)
Other Reimbursement of
Expenses (ABL) 88,06,459
-
- 88,06,459
(60,06,664) (-) (-) (60,06,664)
Internal Audit Fees (ABL)
-
-
-
-
59
(3,29,368) (-) (-) (3,29,368)
Closing Balance
Share Capital (ABL) 4,80,75,00,000
-
- 4,80,75,00,000
(4,80,75,00,000
) (-) (-)
(4,80,75,00,000
)
Overdraft Account Balance
(ABL) 4,15,41,84,797
-
- 4,15,41,84,797
(8,43,03,24,154
) (-) (-)
(8,43,03,24,154
)
Current account balance
(ABL) 68,86,395
-
- 68,86,395
(2,10,10,611) (-) (-) (2,10,10,611)
Processing fees Receivable
(ABL)
-
-
-
-
(61,99,060) (-) (-) (61,99,060)
Sundry Payables (ABL) 5,08,469
-
- 5,08,469
(73,354) (-) (-) (73,354)
Sundry Receivables (APEL)
-
-
-
-
(-) (8,00,000) (-) (8,00,000)
Sundry Receivables (ASL)
-
2,26,37,615
- 2,26,37,615
(-) (-) (-) (-)
Sundry Payables (ASL)
-
-
-
-
(-) (56,988) (-) (56,988)
Note: -
1. Related party relationships and transactions have been identified by the Management and relied
upon by the Auditors.
60
2. The remuneration to the key managerial person does not include provisions made for gratuity and
leave benefits as they are determined on actuarial basis for the Company as a whole.
3. Figures in bracket pertain to previous year.
Transactions with related parties for FY 19-20
Nature of transactions Holding
Company
Fellow
Subsidiaries
including
subsidiaries of
fellow
subsidiaries
Key
Management
Personnel
Total
Income
Processing fees (ABL)
-
-
-
-
(1,32,71,793.00)
(-) (-)
(1,32,71,793.00)
Capital Receipts and Payments
Repayment of WCDL &
OD (ABL)
64,32,35,875.47
-
-
64,32,35,875.47
(-) (-) (-) (-)
Non-Convertible
Debentures (ABL)
45,00,00,000.00
-
-
45,00,00,000.00
(50,00,00,000.00)
(-) (-)
(50,00,00,000.00)
Sale of Desktops (ACL)
-
-
-
-
(-)
(28,262.00)
-
(28,262.00)
Expenses
Dividend Paid (ABL)
1,20,18,75,000.00
-
-
1,20,18,75,000.00
(-) (-) (-) (-)
Rent paid (ABL)
2,74,52,214.41
-
-
2,74,52,214.41
61
(1,70,18,990.84)
(-) (-)
(1,70,18,990.84)
Bank charges (ABL)
2,89,015.29
-
-
2,89,015.29
(33,188.70)
(-) (-)
(33,188.70)
NACH charges (ABL)
7,97,595.00
-
-
7,97,595.00
(11,720.00)
(-) (-)
(11,720.00)
Reimbursement of staff
cost (APEL)
-
31,31,920.00
-
31,31,920.00
(-)
(26,14,205.00)
(-)
(26,14,205.00)
Interest paid on
borrowings (ABL)
52,27,96,138.00
-
-
52,27,96,138.00
(10,93,70,296.00)
(-) (-)
(10,93,70,296.00)
Mediclaim exps
reimbursement (ABL)
35,14,368.00
-
-
35,14,368.00
(-) (-) (-) (-)
Demat Charges (ASL) -
3,43,235.00
-
3,43,235.00
(-)
(4,57,700.00)
(-)
(4,57,700.00)
Demat Charges (ABL)
4,79,481.89
-
-
4,79,481.89
(5,93,018.09)
(-) (-)
(5,93,018.09)
Professional fees (ATSL)
-
1,50,000.00
-
1,50,000.00
(-)
(3,87,500.00)
(-)
(3,87,500.00)
Salary, Rent and
contribution to PF (KMP)
-
-
4,56,81,000.00
4,56,81,000.00
62
(-) (-)
(4,17,88,000.00)
(4,17,88,000.00)
Staff Loan given (KMP)
-
-
-
-
(-) (-)
(76,01,703.00)
(76,01,703.00)
Group Term Life
Premium
Reimbursement (ABL)
17,17,409.31
-
-
17,17,409.31
(-) (-) (-) (-)
Brokerage paid (ASL)
-
29,80,909.00
-
29,80,909.00
(-)
(42,73,666.00)
(-)
(42,73,666.00)
IPA commission charges
paid (ABL)
5,00,000.00
-
-
5,00,000.00
(7,70,000.00)
(-) (-)
(7,70,000.00)
Retainership fees
reimbursement (ABL)
-
-
-
-
(24,000.00)
(-) (-)
(24,000.00)
Related Parties disclosure:
Transactions with related parties
Nature of transactions Holding
Company
Fellow
Subsidiaries
including
subsidiaries of
fellow
subsidiaries
Key
Management
Personnel
Total
Service charges other –
IT Service fees (ABL)
38,62,073.34
-
-
38,62,073.34
(15,67,808.00)
(-) (-)
(15,67,808.00)
63
Cersai Charges (ATSL)
-
200.00
-
200.00
(-) (-) (-) (-)
Arrangership fees (ABL)
7,02,000.00
-
-
7,02,000.00
(10,44,000.00)
(-) (-)
(10,44,000.00)
Other Reimbursement of
Expenses (ABL)
89,42,204.49
-
-
89,42,204.49
(88,06,459.42)
(-) (-)
(88,06,459.42)
Royalty Charges (ABL)
1,50,53,020.00
-
-
1,50,53,020.00
(-) (-) (-) (-)
ESOP (ABL) 2,22,32,117.88
-
-
2,22,32,117.88
(1,34,64,988.25) (-) (-)
(1,34,64,988.25)
Closing Balance
Share Capital (ABL)
4,80,75,00,000.00
-
-
4,80,75,00,000.00
(4,80,75,00,000.00)
(-) (-)
(4,80,75,00,000.00)
Overdraft Account
Balance (ABL)
3,51,09,48,921.93
-
-
3,51,09,48,921.93
(4,15,41,84,797.40)
(-) (-)
(4,15,41,84,797.40)
Current Account
balance (ABL)
1,60,92,52,151.52
-
-
1,60,92,52,151.52
(68,86,395.16)
(-) (-)
(68,86,395.16)
Royalty Charges
Payable (ABL)
33,48,000.00
-
-
33,48,000.00
(-) (-) (-) (-)
64
Sundry Payables (ABL)
51,27,140.31
-
-
51,27,140.31
(5,08,469.32)
(-) (-)
(5,08,469.32)
Sundry Receivables
(APEL)
-
2,57,094.56
-
2,57,094.56
(-) (-) (-) (-)
Sundry Receivables
(ASL)
-
4,84,29,977.59
-
4,84,29,977.59
(-)
(2,26,37,615.00)
(-)
(2,26,37,615.00)
Staff Loan given (KMP)
-
-
72,31,445.00
72,31,445.00
(-) (-)
(75,28,156.17)
(75,28,156.17)
Sundry Payables (ATSL)
-
236
-
236.00
(-) (-) (-) (-)
Sundry Payables (ASL)
-
5,864.00
-
5,864.00
(-) (-) (-) (-)
Note :
1. Related party relationships and transactions have been identified by the Management and relied
upon by the Auditors.
2. The remuneration to the key managerial person does not include provisions made for gratuity and
leave benefits as they are determined on actuarial basis for the Company as a whole.
3. Figures in bracket pertain to previous year.
Transactions with related parties for FY 20-21
Transactions with related
parties
Nature of transactions
Holding
Company
Fellow
Subsidiaries
including
subsidiaries of
fellow
subsidiaries
Key
Management
Personnel
Total
₹ ₹ ₹ ₹
65
Capital Receipts and Payments
Repayment of WCDL & OD
(ABL)
3,51,09,48,921.93
-
-
3,51,09,48,921.93
(64,32,36,000.00) (-) (-)
(64,32,36,000.00)
Non-Convertible Debentures
(ABL)
3,00,00,00,000.00
-
-
3,00,00,00,000.00
(45,00,00,000.00) (-) (-)
(45,00,00,000.00)
Capital Infusion (ABL)
1,50,00,000.00
-
-
1,50,00,000.00
(-) (-) (-) (-)
Transactions
Dividend Paid (ABL)
-
-
-
-
(1,20,18,75,000.0
0)
(-) (-)
(1,20,18,75,000.0
0)
Rent paid (ABL)
2,94,41,584.29
-
-
2,94,41,584.29
(2,74,52,214.41) (-) (-)
(2,74,52,214.41)
Bank charges (ABL)
17,21,664.79
-
-
17,21,664.79
(2,89,015.29) (-) (-)
(2,89,015.29)
NACH charges (ABL)
17,12,641.90
-
-
17,12,641.90
(7,97,595.00) (-) (-)
(7,97,595.00)
Interest paid on borrowings
(ABL)
7,89,75,925.00 -
-
7,89,75,925.00
(52,27,96,138.00) (-) (-)
(52,27,96,138.00)
Mediclaim exps reimbursement
(ABL)
- -
-
-
(35,14,368.00) (-) (-)
(35,14,368.00)
Demat Charges (ASL) -
18,596.00
-
18,596.00
(-)
(3,43,235.00) (-)
(3,43,235.00)
Demat Charges (ABL)
7,19,111.61 -
-
7,19,111.61
(4,79,481.89) (-) (-)
(4,79,481.89)
Professional fees (ATSL)
-
5,25,000.00
-
5,25,000.00
66
(-)
(1,50,000.00) (-)
(1,50,000.00)
Salary, Rent and contribution to
PF (KMP)
-
-
5,68,73,340.00
5,68,73,340.00
(-) (-)
(4,57,62,000.0
0)
(4,57,62,000.00)
Staff Loan Repayment (KMP)
-
-
3,10,136.00
3,10,136.00
(-) (-)
(5,93,124.00)
(5,93,124.00)
Group Term Life Premium
Reimbursement (ABL)
30,31,821.78
-
-
30,31,821.78
(17,17,409.31) (-) (-)
(17,17,409.31)
Brokerage paid (ASL)
-
16,70,738.00
-
16,70,738.00
(-)
(29,80,909.00) (-)
(29,80,909.00)
IPA commission charges paid
(ABL)
3,50,000.00
-
-
3,50,000.00
(5,00,000.00) (-) (-)
(5,00,000.00)
Future Service Gratuity
Premium Reimbursement (ABL)
3,15,395.23
-
-
3,15,395.23
(-) (-) (-) (-)
Related Parties disclosure:
Transactions with related
parties
Nature of transactions Holding
Company
Fellow
Subsidiaries
including
subsidiaries of
fellow
subsidiaries
Key
Management
Personnel
Total
₹ ₹ ₹ ₹
Service charges other – IT
Service fees (ABL)
50,54,188.00
-
-
50,54,188.00
(38,62,073.34) (-) (-)
(38,62,073.34)
Cersai Charges (ATSL)
-
7,050.00
-
7,050.00
(-) (-) (-) (-)
Arrangership fees (ABL)
-
-
-
-
(7,02,000.00) (-) (-)
(7,02,000.00)
67
Other Reimbursement of
Expenses (ABL)
1,48,84,401.90
-
-
1,48,84,401.90
(89,42,204.49) (-) (-)
(89,42,204.49)
Interest on Fixed Deposits (ABL)
16,60,772.59
-
-
16,60,772.59
(-) (-) (-) (-)
Royalty Charges (ABL)
1,54,68,993.00
-
-
1,54,68,993.00
(1,50,53,020.00) (-) (-)
(1,50,53,020.00)
ESOP (ABL) 3,26,60,578.88
-
-
3,26,60,578.88
(2,22,32,117.88) (-) (-)
(2,22,32,117.88)
Closing Balance
Share Capital (ABL)
4,82,25,00,000.00
-
-
4,82,25,00,000.00
(4,80,75,00,000.0
0)
(-) (-)
(4,80,75,00,000.0
0)
Overdraft Account Balance
(ABL)
1,00,10,46,133.00
-
-
1,00,10,46,133.00
(3,51,09,49,000.0
0)
(-) (-)
(3,51,09,49,000.0
0)
Current Account balance
(ABL)
44,52,84,673.29
-
-
44,52,84,673.29
(1,60,93,33,321.5
2)
(-) (-)
(1,60,93,33,321.5
2)
Royalty Charges Payable (ABL)
40,22,933.85
-
-
40,22,933.85
(33,48,000.00) (-) (-)
(33,48,000.00)
Fixed Deposits (ABL)
1,74,52,700.00
-
-
1,74,52,700.00
(1,78,48,551.00) (-) (-)
(1,78,48,551.00)
OPE Payables (ABL)
-
-
-
-
(51,27,140.31) (-) (-)
(51,27,140.31)
Non-Convertible Debentures
(ABL)
3,00,00,00,000.00
-
-
3,00,00,00,000.00
(-) (-) (-) (-)
Sundry Receivables (ASL)
-
2,27,55,320.00
-
2,27,55,320.00
(-)
(4,84,29,977.5
9)
(-)
(4,84,29,977.59)
Staff Loan given (KMP)
-
-
69,21,309.00
69,21,309.00
68
(-) (-)
(72,31,445.00)
(72,31,445.00)
Sundry Payables (ATSL)
-
2,28,790.25
-
2,28,790.25
(-) (-) (-) (-)
Demat Charges Payables (ASL)
-
-
-
-
(-)
(5,864.00) (-)
(5,864.00)
Note :
1. Related party relationships and transactions have been identified by the Management and relied
upon by the Auditors.
2. The remuneration to the key managerial person does not include provisions made for gratuity and
leave benefits as they are determined on actuarial basis for the Company as a whole.
3. Figures in bracket pertain to previous year.
69
ANNEXURE D
Summary of Financial Position of the Company during the Last Three Financial Years
(INR in Crores)
For Financial Entities FY 21 FY 20* FY 19*
(Audited) (Audited) (Audited)
Net worth 1,442.48 1,241.10 1,220.39
Total Debt 9,633.69 6,630.37 6,708.23
of which –
- Non Current Maturities of Long Term
Borrowing
5,010.60 2,937.79 2,028.81
- Short Term Borrowings 4,623.08 2,169.04 204.21
- Current Maturities of long Term Borrowings 1,970.80 1,523.54 4,475.21
Net Fixed Assets 16.46 16.28 14.41
Non-Current Assets (all non current assets
excluding Fixed assets included in F.Y. 21)
7,953.57 3122.11 3,244.92
Cash and Cash Equivalents 50.68 162.01 0.91
Current Investments 761.06 - -
Current Assets 2,430.27 4436.66 4,687.15
Current Liabilities (including provisions) 114.67 50.80 56.63
Assets Under Management 10,092.20 7840.68 8,089.78
Off Balance Sheet Assets - -
Interest Income 1014.72 994.01 888.19
Interest Expense 486.05 517.45 496.72
Provisioning & Write-offs 121.21 140.83 21.58
Profit before tax 262.33 240.45 325.41
Provision for tax 67.71 76.73 114.86
Profit after tax (PAT) 194.62 163.71 210.55
Gross NPA (%) 2.85% 4.49% 0.38%
Net NPA (%) 1.86% 3.18% 0.19%
Tier I Capital Adequacy Ratio (%) 13.05% 15.02% 14.31%
Tier II Capital Adequacy Ratio (%) 6.50% 7.99% 6.78%
70
Balance Sheet
(Rs in Crores)
Particulars As at
March
2021*
(Audited)
As at
March 31,
2020*
As at
March 31,
2019*
ASSETS
Financial Assets
Cash and cash equivalents 52.42 162.01 0.91
Trade Receivables 5.20 6.83 5.06
Loans 10,092.20 7545.44 7,925.80
Investments 897.18 90.28 99.77
Other financial assets 2.19 0.87
Sub-total-Financial assets 11,049.19 7805.43 8,031.54
Non-Financial Assets
Current Tax Assets (net) 50.22 42.60 28.83
Deferred Tax Assets (net) 75.75 66.20 50.18
Property, plant and equipment 1.98 2.20 1.16
Other Intangible Assets 14.48 14.08 13.25
Right-of-use assets 16.87 3.60
Other non-financial assets 3.57 2.03 1.21
Sub-total-Non-financial
assets
162.86 130.71 94.63
Total – Assets 11,212.05 7936.14 8,126.17
LIABILITIES AND EQUITY
LIABILITIES
Financial Liabilities
Debt securities 7,888.98 3806.78 3,737.23
Borrowings (Other than debt
securities)
1,144.81 2294.42 2,472.52
Subordinated Liabilities 599.90 529.17 498.49
Lease Liabilities 17.49 3.73
Other financial liabilities 79.54 35.34 175.37
Sub-total-Financial
liabilities
9,730.72 6669.43 6,883.61
Non-Financial liabilities
Provisions 20.39 12.02 8.26
Other non-financial liabilities 18.46 13.58 13.90
Sub-total-Non-financial
liabilities
38.85 25.61 22.16
EQUITY
Equity share capital 482.25 480.75 480.75
Other equity 960.23 760.35 739.64
Total – Equity 1,442.48 1241.10 1,220.39
Total - Equity and Liabilities 11,212.05 7936.14 8,126.17
* Financials of FY 2018-19 and 2019 – 20 and 2020 – 21 are reported under IND AS
71
Statement of Profit and Loss:
(INR. In Crores)
Particulars For the
year
ended
March
31, 2021
(Audited)
For the
year
ended
March
31,
2020*
For the year
ended March
31, 2019*
Revenue from operations
Interest Income (at EIR) 1,014.72 994.01 888.19
Net gain on fair value changes 13.00 1.43 6.14
Others 1.45 4.60 0.01
Total Revenue from operations 1,029.16 1000.04 894.34
Other Income 0 0.32 0.89
Total income 1,029.16 1000.36 895.22
Expenses
Finance Costs 489.77 520.34 499.65
Impairment on financial instruments 121.21 140.83 21.58
Employee benefit expenses 88.91 54.99 26.85
Depreciation, amortization and impairment 5.81 4.01 1.23
Others expenses 61.14 39.74 20.51
Total expenses 766.84 759.91 569.82
Profit before exceptional items and tax 262.33 240.45 325.41
Exceptional Items 0 -
-
Profit before taxes 262.33 240.45 325.41
Tax expenses
- Current Taxes 77.26 92.64 126.30
- Deferred Taxes (9.55) (15.90) (11.44)
Profit for the period 194.62 163.71 210.55
* Financials of FY 2018-19 and 2019 – 20 and FY 2020 – 21 are reported under IND AS
ANNEXURE E
AUDITED CASH FLOW STATEMENT FOR THE THREE IMMEDIATELY PRECEDING YEARS
Cash flow statement
(INR In Crores)
Particulars For the year
ended 31st
March 2021*
For the Year
ended
31 March
2020*
For the Year
ended
31 March
2019*
A. Cash flow from operating activities
Profit before tax 262.33 240.23 325.41
72
Particulars For the year
ended 31st
March 2021*
For the Year
ended
31 March
2020*
For the Year
ended
31 March
2019*
Adjustments for:
Depreciation, amortization and
impairment (other than right-of-use
assets)
4.30 3.69 1.23
Depreciation expense of right-of-use
assets
1.51 0.32 -
Reversal of Provisions - (0.32) (0.89)
Profit on sale of investment (13.00) (1.43) (6.14)
Impairment on financial instruments 121.21 140.83 21.58
Employee Stock Option 3.27 2.22 1.35
Interest on Lease deposit (0.05) (0.01) -
Amortisation of Lease rental 0.07 0.01 -
Provision for expenses 4.26 1.82 -
Provision for Employee Benefit
expense
12.54 7.68 -
Interest income from investments (at
amortised cost)
(24.90) (11.26)
(0.12)
Operating profit before working
capital changes
371.54 383.79
342.42
Movement in working capital:
Decrease/(increase) in Bank Deposits 0.04 0.28 -
Decrease/(increase) in Trade
Receivables
1.71 (1.86) 3.88
Decrease/(increase) in Loans (2,666.26) 240.13 (1,419.02)
Decrease/(increase) in Other
financial assets
(1.35) (0.76) -
Decrease/(increase) in Right-of-use
assets
(14.78) (3.93) -
Decrease/(increase) in Other non-
financial assets
(1.19) (1.06) (0.52)
Decrease/(increase) Debt securities 4,082.20 (67.52) 501.40
Decrease/(increase) Borrowings
(Other than debt securities)
(1,149.61) (178.10) 778.33
Increase/(decrease) Subordinated
Liabilities
70.73 0.15 0.13
Increase/(decrease) in Lease
Liabilities
15.38 4.07 -
Increase/(decrease) in Other
financial liabilities
44.18 27.58 34.11
Increase/(decrease) in Provisions (8.43) (5.80) 2.76
Increase/(decrease) in Other non-
financial liabilities
4.88 (0.32) (0.75)
Cash generated from operations 749.04 396.65 242.74
73
Particulars For the year
ended 31st
March 2021*
For the Year
ended
31 March
2020*
For the Year
ended
31 March
2019*
Income tax paid (83.52) (106.42) (138.23)
Net cash flow from
operating activities (A)
665.52 290.23 104.51
B. Cash flow from investing activities
Interest income from investments (at
amortised cost)
10.26 11.23 -
Purchase of Property, plant and
equipment
(0.93) (1.87) (0.82)
Purchase for Intangibles (3.56) (3.68) (11.38)
Sales of investment at Amortised
Cost
36.00 9.00 -
Purchase of investment at Amortised
Cost
(680.00) - (99.67)
Proceeds from sale of investment at
FVTPL
1,289.04 3,399.64 21,774.54
Purchase of investment (1,426.05) (3,398.21)
(21,768.40)
Net cash flow from investing
activities(B)
(775.24) 16.11 (105.73)
C. Cash flow from financing activities
Payment towards Lease Liability (1.62) (0.34) -
Payment of dividend - (120.19) -
Payment of Dividend Distribution Tax - (24.70) -
Net cash flow from financing
activities(C)
(1.62) (145.23) -
Net increase/(decrease) in cash and
equivalents(A+B+C)
(111.34) 161.11 (1.22)
Cash and cash equivalents at the
beginning of the year
162.02 0.91 2.13
Cash and cash equivalents at the
end of the year
50.68 162.02 0.91
Note:
Cash and cash equivalents includes:
Cash - - -
Balance with banks 50.68 162.02 0.91
Bank Overdraft
50.68 162.02 0.91
* Financials of FY 2018-19 and 2019 -20 and FY 2020 - 21 are reported under IND AS
74
ANNEXURE F – PRE-ISSUE AND POST-ISSUE SHAREHOLDING PATTERN OF THE COMPANY
Sr.
No.
Category Pre-Issue Post Issue
No. of shares
held
% of share
holding
No. of shares
held
% of share
holding
A Promoters’ holding
1 Indian - - - -
Individual 65* Negligible 65* Negligible
Bodies Corporate 48,22,49,935 100.00 48,22,49,935 100
Sub-total 48,22,50,000 100.00 48,22,50,000 100
2 Foreign promoters - - - -
Sub-total (A) 48,22,50,000 100.00 48,22,50,000 100
B Non-promoters’
holding
- - - -
1 Institutional investors - - - -
2 Non-institutional
Investors
- - - -
Private Corporate
Bodies
- - - -
Directors and
relatives
- - - -
Indian Public - - - -
Others (Including
Non-resident Indians
(NRIs)
- - - -
Sub-total(B) - - - -
GRANT TOTAL 48,22,50,000 100.00 48,22,50,000 100.00
* In respect of the 65 (sixty Five) equity shares of Rs. 10 face value fully paid up which have been
registered in the names of the 7 (Seven) individual nominees, the beneficial interest in these equity
shares are held by M/s Axis Bank Limited, pursuant to section 89 of the Companies Act, 2013 and
rule 9 of the Companies (Management and Administration) Rules, 2014.
75
ANNEXURE G – DETAILS OF BORROWING
1.1 List of Top 10 Debt Debenture Holders (as on June 30, 2021) :
Sr
No
.
Name of Debenture Holder Categ
ory Face Value
Holding of debt
securities as a
percentage of total
debt securities
outstanding of the
issuer
1 HDFC BANK LTD Bank 10,00,000.00 18.82%
2 AXIS BANK LIMITED Bank 10,00,000.00 7.17%
3
ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED
A/C ADITYA BIRLA SUN LIFE CORPORATE BOND
FUND MF
10,00,000.00
6.01%
4 NIPPON LIFE INDIA TRUSTEE LTD-A/C NIPPON
INDIA FLOATING RATE FUND MF 10,00,000.00
4.03%
5 AZIM PREMJI TRUST Other 10,00,000.00 3.94%
6 ICICI PRUDENTIAL CORPORATE BOND FUND MF 10,00,000.00 3.59%
7 STAR HEALTH AND ALLIED INSURANCE CO. LTD. Other 10,00,000.00 3.14%
8 UTI SHORT TERM INCOME FUND MF 10,00,000.00 2.87%
9
ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED
A/C ADITYA BIRLA SUN LIFE BANKING & PSU DEBT
FUND MF
10,00,000.00
2.69%
10 ICICI PRUDENTIAL SAVINGS FUND MF 10,00,000.00 2.69%
1.2 List of top 10 CP holders (as on June 30, 2021):
Sr.
no
Name Catego
ry of Face Value of
CP Holding
percentage as a
Face Value CP Holder
CP
holder CP holding
percentage of
total
CP outstanding (
FACE VALUE) of
the issuer
1 STATE BANK OF INDIA Bank 8,00,00,00,000 30% 5,00,000.00
2 HDFC TRUSTEE COMPANY LTD
A/C HDFC LIQUID FUND MF 2,75,00,00,000 10% 5,00,000.00
3 ICICI BANK LTD Bank 2,75,00,00,000 10% 5,00,000.00
4
HDFC TRUSTEE COMPANY
LIMITED A/C HDFC MONEY
MARKET FUND
MF 1,75,00,00,000 7% 5,00,000.00
5 TATA MUTUAL FUND-TATA
LIQUID FUND MF 1,50,00,00,000 6% 5,00,000.00
6 DSP LIQUIDITY FUND MF 1,50,00,00,000 6% 5,00,000.00
7 TATA MUTUAL FUND-TATA
MONEY MARKET FUND MF 1,25,00,00,000 5% 5,00,000.00
8
NIPPON LIFE INDIA TRUSTEE LTD-
A/C NIPPON INDIA MONEY
MARKET FUND
MF 1,00,00,00,000 4% 5,00,000.00
76
9
NIPPON LIFE INDIA TRUSTEE LTD-
A/C NIPPON INDIA LIQUID
FUND
MF 1,00,00,00,000 4% 5,00,000.00
10 ICICI PRUDENTIAL MONEY
MARKET FUND MF 1,00,00,00,000 4% 5,00,000.00
1.3 Detail of Non-Convertible Debentures (Upto June 30, 2021):
Sr.N
o. Series No. ISIN No.
Ten
or
Yiel
d Face Value
Allotme
nt Date
Maturit
y Date Rating
Secure
d/
Unsecur
ed
1 02/2016-
17
INE891K08
034
365
2
8.80
%
2,00,00,00,00
0.00
05-Aug-
16
05-Aug-
26
CRISIL&In
dia
Ratings
Unsecur
ed
2 02/2017-
18
INE891K08
042
365
2
8.50
%
1,00,00,00,00
0.00
11-
May-17
11-
May-27
India
rating
Unsecur
ed
3 02/2017-
18
INE891K08
042
365
2
8.50
%
50,00,00,000.
00
11-
May-17
11-
May-27
CRISIL&In
dia
Ratings
Unsecur
ed
4 02/2017-
18
INE891K08
042
365
2
8.50
%
50,00,00,000.
00
11-
May-17
11-
May-27
CRISIL&In
dia
Ratings
Unsecur
ed
5 03/2017-
18
INE891K08
059
365
2
8.08
%
50,00,00,000.
00
14-Sep-
17
14-Sep-
27
CRISIL&In
dia
Ratings
Unsecur
ed
6 03/2017-
18
INE891K08
059
365
2
8.08
%
25,00,00,000.
00
14-Sep-
17
14-Sep-
27
CRISIL&In
dia
Ratings
Unsecur
ed
7 03/2017-
18
INE891K08
059
365
2
8.08
%
25,00,00,000.
00
14-Sep-
17
14-Sep-
27
CRISIL&In
dia
Ratings
Unsecur
ed
8 02/2018-
19
INE891K07
408
143
0
8.77
% 26,00,00,000
25-Jun-
18
25-
May-22
CRISIL &
India
Ratings
Secure
d
9 02/2018-
19
INE891K07
416
139
4
8.77
% 25,00,00,000
25-Jun-
18
19-Apr-
22
CRISIL &
India
Ratings
Secure
d
10 02/2018-
19
INE891K07
424
111
4
8.75
% 26,00,00,000
25-Jun-
18
13-Jul-
21
CRISIL &
India
Ratings
Secure
d
11 03/2018-
19
INE891K07
432
107
7
8.69
% 71,50,00,000
25-Jul-
18
06-Jul-
21
CRISIL &
India
Ratings
Secure
d
12 04/2018-
19
INE891K07
440
109
2
8.75
%
1,40,00,00,00
0
04-Sep-
18
31-Aug-
21
CRISIL &
India
Ratings
Secure
d
13
02/2018-
19(Reissu
e)
INE891K07
424
104
3
8.75
% 5,00,00,000
04-Sep-
18
13-Jul-
21
CRISIL &
India
Ratings
Secure
d
77
14
02/2018-
19(Reissu
e1)
INE891K07
416
122
6
9.18
% 50,00,00,000
10-Dec-
18
19-Apr-
22
CRISIL &
India
Ratings
Secure
d
15 06/2018-
19
INE891K07
465
116
2
8.70
% 68,00,00,000
28-Mar-
19
02-Jun-
22
CRISIL &
India
Ratings
Secure
d
16 02/2018-
19
INE891K07
416
111
8
8.70
% 59,00,00,000
28-Mar-
19
19-Apr-
22
CRISIL &
India
Ratings
Secure
d
17 01/2019-
20
INE891K07
473
146
1
8.40
% 40,00,00,000
27-Jun-
19
27-Jun-
23
CRISIL &
India
Ratings
Secure
d
18
02/2019-
20
(Option
A)
INE891K07
499
109
3
8.25
% 45,00,00,000
06-Aug-
19
03-Aug-
22
CRISIL &
India
Ratings
Secure
d
19
02/2019-
20
(Option
B)
INE891K07
481
182
7
8.30
% 5,00,00,000
06-Aug-
19
06-Aug-
24
CRISIL &
India
Ratings
Secure
d
20
02/2019-
20
(Option A
Re issue)
INE891K07
499
107
0
7.90
% 41,00,00,000
29-Aug-
19
03-Aug-
22
CRISIL &
India
Ratings
Secure
d
21 03/2019-
20
INE891K07
507
107
4
7.60
% 67,00,00,000
25-Nov-
19
03-Nov-
22
CRISIL &
India
Ratings
Secure
d
22 04/2019-
20
INE891K07
515 906
7.35
% 26,00,00,000
06-Jan-
20
30-Jun-
22
CRISIL &
India
Ratings
Secure
d
23 05/2019-
20
INE891K07
523
112
7
7.62
%
1,80,00,00,00
0
07-Feb-
20
10-Mar-
23
CRISIL &
India
Ratings
Secure
d
24 01/2020-
21
INE891K07
531
109
5
7.45
%
7,75,00,00,00
0
26-
May-20
26-
May-23
CRISIL &
India
Ratings
Secure
d
25 02/2020-
21
INE891K07
549
109
5
7.00
%
2,00,00,00,00
0
05-Jun-
20
05-Jun-
23
CRISIL &
India
Ratings
Secure
d
26 03/2020-
21
INE891K07
556
109
5
7.25
%
3,30,00,00,00
0
15-Jun-
20
15-Jun-
23
CRISIL &
India
Ratings
Secure
d
27 04/2020-
21
INE891K07
564
109
5
6.15
%
2,00,00,00,00
0
17-Jul-
20
17-Jul-
23
CRISIL &
India
Ratings
Secure
d
28 05/2020-
21
INE891K07
572
146
1
6.50
%
3,00,00,00,00
0
16-Sep-
20
16-Sep-
24
CRISIL &
India
Ratings
Secure
d
29 06/2020-
21
INE891K07
580 730
4.95
% 90,00,00,000
03-Nov-
20
03-Nov-
22
CRISIL &
India
Ratings
Secure
d
78
30 07/2020-
21
INE891K07
598
109
5
5.25
% 60,00,00,000
14-Dec-
20
14-Dec-
23
CRISIL &
India
Ratings
Secure
d
31 08/2020-
21
INE891K07
606 730
5.00
%
4,00,00,00,00
0
21-Dec-
20
21-Dec-
22
CRISIL &
India
Ratings
Secure
d
32 1-
SD/2020-
21
INE891K08
067
365
1
7.45
% 70,00,00,000
15-Feb-
21
14-Feb-
31
CRISIL &
India
Ratings
Unsecur
ed
33 09/2020-
21 INE891K07
614
568 5.35
%
1,50,00,00,00
0 24-Feb-
21
15-Sep-
22
CRISIL &
India
Ratings
Secure
d
34 10/2020-
21 INE891K07
622
729 5.80
%
1,05,00,00,00
0 18-Mar-
21
17-Mar-
23
CRISIL &
India
Ratings
Secure
d
35 11/2020-
21 INE891K07
630
729 5.80
%
4,00,00,00,00
0 25-Mar-
21
24-Mar-
23
CRISIL &
India
Ratings
Secure
d
36 01/2021-
22 INE891K07
648
740 5.40
%
2,24,71,55,00
0 30-Apr-
21
10-
May-23
CRISIL &
India
Ratings
Secure
d
37 02 FRB
/2021-22 INE891K07
655
109
6
5.50
%
5,00,00,00,00
0 24-
May-21
24-
May-24
CRISIL &
India
Ratings
Secure
d
38 03/2021-
22 INE891K08
075
365
2
7.40
%
1,00,00,00,00
0 10-Jun-
21
10-Jun-
31
CRISIL &
India
Ratings
Secure
d
39 04/2021-
22 INE891K07
663
109
6
5.72
%
1,50,00,00,00
0 21-Jun-
21
21-Jun-
24
CRISIL &
India
Ratings
Secure
d
40 05/2021-
22 INE891K07
671
365
0
7.27
%
1,24,00,00,00
0 28-Jun-
21
26-Jun-
31
CRISIL &
India
Ratings
Secure
d
*Note: Security Offered for debt:
The outstanding principal amount of the Debentures to be issued upon the terms contained
herein together with all interest, costs, charges, fees, and expenses payable in respect thereof
(the “Secured Obligations”) shall be secured in favour of the Debenture Trustee in the following
manner:
79
(i) By way of a first pari passu mortgage and charge over out of the parcel of vacant land
measuring an extent of 6,262 square feet, in the approved layout bearing No. 29 of 2009, Area,
comprised in Survey No. 1313/2 Part of Sriperumbudur Village, Sriperumbudur Taluk,
Kancheepuram District, Lake View Garden Layout, (Now known as Town and Country) and a
commercial premises admeasuring an extent of 142 Square feet (Super Built up Area) bearing
No. Shop II Plot together with 130 Square feet of undivided share of the aforementioned
underlying lands situated at Kancheepuram District in the State of Tamil Nadu; and
(ii) By way of a first pari passu charge over the Receivables (both present and future) as
appearing in the Company’s balance sheet from time to time to the extent of 1.00 times of the
outstanding Secured Obligations (the “Secured Assets”)
1.4 Details of Secured Loan Facilities as on June 30, 2021 INR In Lakhs
Lender’
s Name
Type of
Facility
Amount
Sanctione
d
Principal
Amount
outstandin
g (total
amount
outstandin
g
including
interest)
Repayment Date
/Schedule Security
Account
classificatio
n
Credi
t
Ratin
g
State
Bank of
India
Bank
Lines/Ter
m Loan
125000
249.07
On Demand /
Quarterly
Secured
on
receivabl
es by 1.1x.
Standard
India
Ratin
g
AAA
HDFC
Bank
Bank
Lines/Ter
m Loan
206822
591.29
On
Demand/Quarter
ly
Secured
on
receivabl
es by 1.1x.
Standard
India
Ratin
g
AAA
AAA
Axis
Bank
Bank
Lines/Ter
m Loan
122500
100.58 On Demand
Secured
on
receivabl
es by 1.1x.
Standard
India
Ratin
g
AAA
HSBC Working
Capital 75000
400 On Maturity
Secured
on
receivabl
es by 1.1x.
Standard
India
Ratin
g
AAA
80
ICICI OTSTL/STL 50000
374.98 On Maturity
Secured
on
receivabl
es by 1.1x.
Standard
India
Ratin
g
AAA
Federal
Bank
Bank
Lines/Ter
m Loan
30000
175
On Demand /
Quarterly
Secured
on
receivabl
es by 1.1x.
Standard
India
Ratin
g
AAA
1.5 Details of Unsecured Loan Facilities (as on June 30, 2021)
(INR. In Crs)
Lender’s Name Type of Facility Amount
Sanctioned
(Principal +
Interest)
Outstanding
Repayment
Date /Schedule
NIL
1.6 Details of Commercial Papers (as on June 30, 2021)
De
al
N
o
Deal
Date ISIN
Te
nor
Yie
ld
Face
Value
Value
Date
Matur
ity
Date
Secured/Un
secured Rating
1
15-
Sep-
20
INE891K1
4JQ3
36
4
4.5
4%
1,50,00,00
,000.00
16-
Sep-
20
15-
Sep-
21
Unsecured CRISIL (A1+) & India
Ratings (A1+)
2
15-
Jan-
21
INE891K1
4KC1
18
5
3.9
9%
2,00,00,00
,000.00
15-
Jan-
21
19-
Jul-21 Unsecured
CRISIL (A1+) & India
Ratings (A1+)
3
19-
Jan-
21
INE891K1
4KD9
19
3
4.1
0%
3,00,00,00
,000.00
19-
Jan-
21
31-
Jul-21 Unsecured
CRISIL (A1+) & India
Ratings (A1+)
4
22-
Mar-
21
INE891K1
4KJ6
17
9
4.1
5%
1,50,00,00
,000.00
22-
Mar-
21
17-
Sep-
21
Unsecured CRISIL (A1+) & India
Ratings (A1+)
5
30-
Mar-
21
INE891K1
4KK4
17
8
3.9
8%
3,00,00,00
,000.00
30-
Mar-
21
24-
Sep-
21
Unsecured CRISIL (A1+) & India
Ratings (A1+)
6
20-
Apr-
21
INE891K1
4KL2
23
4
4.1
5%
2,75,00,00
,000.00
20-
Apr-
21
10-
Dec-
21
Unsecured CRISIL (A1+) & India
Ratings (A1+)
7
27-
Apr-
21
INE891K1
4KM0
24
4
4.0
5%
1,25,00,00
,000.00
27-
Apr-
21
27-
Dec-
21
Unsecured CRISIL (A1+) & India
Ratings (A1+)
81
8
06-
May-
21
INE891K1
4KN8 90
3.7
0%
2,50,00,00
,000.00
06-
May-
21
04-
Aug-
21
Unsecured CRISIL (A1+) & India
Ratings (A1+)
9
19-
May-
21
INE891K1
4KO6 90
3.6
5%
75,00,00,0
00.00
19-
May-
21
17-
Aug-
21
Unsecured CRISIL (A1+) & India
Ratings (A1+)
10
19-
May-
21
INE891K1
4KO6 89
3.6
5%
25,00,00,0
00.00
20-
May-
21
17-
Aug-
21
Unsecured CRISIL (A1+) & India
Ratings (A1+)
11
20-
May-
21
INE891K1
4KO6 89
3.6
5%
75,00,00,0
00.00
20-
May-
21
17-
Aug-
21
Unsecured CRISIL (A1+) & India
Ratings (A1+)
12
21-
May-
21
INE891K1
4KP3 91
3.6
5%
50,00,00,0
00.00
21-
May-
21
20-
Aug-
21
Unsecured CRISIL (A1+) & India
Ratings (A1+)
13
02-
Jun-
21
INE891K1
4KQ1
18
0
4.0
5%
2,00,00,00
,000.00
02-
Jun-
21
29-
Nov-
21
Unsecured CRISIL (A1+) & India
Ratings (A1+)
14
03-
Jun-
21
INE891K1
4KR9 91
3.6
9%
1,50,00,00
,000.00
03-
Jun-
21
02-
Sep-
21
Unsecured CRISIL (A1+) & India
Ratings (A1+)
15
03-
Jun-
21
INE891K1
4KS7
16
8
4.0
5%
2,00,00,00
,000.00
03-
Jun-
21
18-
Nov-
21
Unsecured CRISIL (A1+) & India
Ratings (A1+)
16
08-
Jun-
21
INE891K1
4KT5
36
5
4.4
5%
1,50,00,00
,000.00
08-
Jun-
21
08-
Jun-
22
Unsecured CRISIL (A1+) & India
Ratings (A1+)
Details of Outstanding Non-Convertible Securities (as on June 30, 2021):-
Series
of
NCS
Tenor/
Period
of
Maturity
Coupon Amount Date of
Allotment
Redemption
Date/
Schedule
Credit
Rating
Secured /
unsecured
Security
List of Top 10 holders of non-convertible securities in terms of value (in cumulative basis)
Sr. No Name of holder of
Non-convertible
Securities
Amount % of total non-
convertible
securities outstanding
82
83
84
85
86
87
88
89
90
ANNEXURE K
ILLUSTRATION OF CASH FLOWS FROM THE DEBENTURES
Cash Flow – AFL NCD Series ‘06 /2021-22’
Company Axis Finance Limited
Face Value (per security) (in Rs.) Rs.1,00,00,000/- (Rupees One Crore only) per
Debenture
Issue Date / Deemed Date of Allotment Wednesday, August 25, 2021
Redemption Date Not Applicable (Perpetual)
Coupon Rate / Interest (Yield) 7.90% p.a.
Frequency of Interest payment with specified date 25th August every year
Day count Convention Actual / Actual
Cash Flow in respect of Debenture of face value Rs.1 Crore:
Pay out details Coupon Due Date Settlement Date
Days in
Coupo
n
period
Coupon
payme
nt per
Rs. 1
Crore
Total cash
flow (in
Rs.)
Principal Pay in Wednesday, 25 August,
2021
Wednesday, 25 August,
2021
-
1,00,00,00
0
1st Coupon Thursday, 25 August,
2022
Thursday, 25 August,
2022 365 7,90,000 7,90,000
2nd Coupon Friday, 25 August, 2023 Friday, 25 August, 2023 365 7,90,000 7,90,000
3rd Coupon Sunday, 25 August, 2024 Monday, 26 August, 2024 366 7,90,000 7,90,000
4th Coupon Monday, 25 August, 2025 Monday, 25 August, 2025 365 7,90,000 7,90,000
5th Coupon Tuesday, 25 August, 2026 Tuesday, 25 August, 2026 365 7,90,000 7,90,000
6th Coupon Wednesday, 25 August,
2027
Wednesday, 25 August,
2027 365
7,90,000 7,90,000
7th Coupon Friday, 25 August, 2028 Friday, 25 August, 2028 366 7,90,000 7,90,000
8th Coupon Saturday, 25 August,
2029 Monday, 27 August, 2029 365
7,90,000 7,90,000
91
9th Coupon Sunday, 25 August, 2030 Monday, 26 August, 2030 365 7,90,000 7,90,000
10th Coupon Monday, 25 August, 2031 Monday, 25 August, 2031 365 7,90,000 7,90,000
Principal
Payout* Monday, 25 August, 2031 Monday, 25 August, 2031
1,00,00,00
0
*The above cashflow has been prepared assuming the issuer will exercise the call option at the end of
10 years from the deemed date of allotment.
92
Annexure L
1. Lending Policy: Overview of credit origination, risk management, monitoring and
collections:
The Company caters to customers under Wholesale and Retail segments. The Company’s key product
offerings in the wholesale segment include Corporate Loans, Collateralized Loans, Cash flow backed
loans and Real Estate financing. The offerings under retail segment includes products such as Mortgage
Loans, Business Loans and Personal loans.
The Company’s credit origination under Wholesale and Retail segments is governed by the respective
Credit Policies and Operating Guidelines. AFL has separate credit teams for Wholesale and Retail Loans
to carry out due diligence of loan proposals. While AFL has adopted credit committee based loan
approvals for Wholesale Business, there is clearly defined delegation/deviation matrix for sanction of
Retail Loans.
The Company has put in place a robust underwriting mechanism for loans and investments with well-
defined Product-level Risk Guardrails in terms of exposure limits basis product type, secured / unsecured
nature, etc. These guardrails are reviewed periodically to manage and control credit risk. AFL credit
framework from loan origination, sanctioning, disbursement, monitoring on accounts and portfolio levels
undergoes a strong compliance checks and reviews at various stages which leads to building a robust
portfolio over time. The portfolio is closely monitored to identify any stress and proactive measures are
taken wherever necessary to protect the asset quality.
The Company has a strong follow-up and collection processes in place for both Wholesale and Retail
Borrowers. Overdue accounts are identified early and tracked periodically, then these cases are
assigned to for follow-up and collection.
2. Classification of loans/ advances given to associates, entities/ person relating to board,
senior management, promoters, others, etc.; -
Staff loan is been provided to the senior management, as per Staff loan policy. As on
Date all are Standard.
3. Type of loans:
Rs. In crore
Sl. No. Type of loans 2019 2020 2021
1 Secured 7,554.25 7,090.96 8,992.30
2 Unsecured 435.73 658.89 1,336.24
Total assets under management (AUM)*^
Information required at borrower level (and not by loan account as customer may have multiple loan
accounts); ^Issuer is also required to disclose off balance sheet items;
4. Denomination of loans outstanding by loan-to-value:
2021 2020 2019
Sl. No. LTV (at the time
of origination)
Percentage of
AUM
Percentage of
AUM
Percentage of
AUM
1 Upto 40% 30.60% 24.54% 32.41%
93
2 40-50% 18.29% 17.26% 45.85%
3 50-60% 13.57% 16.94% 8.15%
4 60-70% 8.75% 5.49% 2.68%
5 70-80% 7.55% 2.79% 1.74%
6 80-90% 3.79% 2.28% 0.64%
7 >90% 9.67% 23.07% 3.27%
Total
Note : Unsecured loan is not considered for Details of LTV
5. Sectoral exposure:
Details of sectoral exposure
Sl. No. Segment-wise break-up of AUM Percentage
of AUM
March 2019
Percentage
of AUM
March 2020
Percentage
of AUM
March 2021
1 Retail 6% 5% 17%
A Mortgages (home loans and loans
against property) 1% 3% 11%
B Gold loans 0% 0% 0%
C Vehicle finance 0% 0% 0%
D MFI 0% 0% 0%
E MSME 0% 0% 0%
F Capital market funding (loans
against shares, margin funding) 5% 2% 0%
G Others 1% 1% 5%
2 Wholesale 94% 95% 83%
A Infrastructure 0% 0% 0%
B Real estate (including builder loans) 31% 27% 14%
C Promoter funding 24% 11% 2%
D Any other sector (as applicable) 0% 0% 0%
E Others 39% 57% 67%
Total 100% 100% 100%
6. Aggregated exposure to the top 20 borrowers with respect to the concentration of advances,
exposures to be disclosed in the manner as prescribed by RBI in its stipulations on Corporate
Governance for Issuer, from time to time;
Aggregated exposure to the top 20 borrowers
Rs. In
Cr.
Particulars
2020-
21(₹)
2019-
20(₹)
2018-
19(₹)
Total Exposure to Twenty Largest Borrowers / customers
2,694.
93
2,505.
50
2,644.
67
Percentage of Exposures to Twenty Largest Borrowers / Customers to Total
Exposure of Axis Finance on borrowers / customers
22.38
%
28.54
%
29.22
%
7.
1. Denomination of loans outstanding by ticket size*:
Details of outstanding loans category wise
31.03.2019 31.03.2020 31.03.2021
94
Sl. No. Ticket size (at the
time of origination)
Percentage
of AUM
Percentage
of AUM
Percentage
of AUM
1 Upto Rs. 2 lakh 0.00% 0.57% 0.45%
2 Rs. 2-5 lakh 0.02% 0.11% 1.75%
3 Rs. 5 - 10 lakh 0.05% 0.22% 1.51%
4 Rs. 10 - 25 lakh 0.08% 0.32% 2.27%
5 Rs. 25 - 50 lakh 0.22% 0.32% 1.62%
6 Rs. 50 lakh - 1 crore 0.38% 0.33% 2.26%
7 Rs. 1 - 5 crore 2.41% 3.17% 8.32%
8 Rs. 5 - 25 crore 11.06% 16.06% 12.81%
9 Rs. 25 - 100 crore 59.10% 55.41% 48.41%
10 >Rs. 100 crore 26.68% 23.49% 20.60%
Total
*Information required at the borrower level (and not by loan account as a customer may have
multiple loan accounts);
8. Geographical classification of borrowers:
Top 5 states borrower wise
2021 2020 2019
Sl. No. Top 5 states Percentage
of AUM
Percentage
of AUM
Percentage
of AUM
1 Karnataka 7.72% 10% 12%
2 Delhi, NCR,
Haryana &
Punjab
18.04% 14% 12%
3 AP & TS 9.45% 11% 11%
4 West Bangal
& East
Region
7.80% 8% 6%
5 Mumbai
(MMR)
37.09% 37% 40%
9. Details of loans overdue and classified as non-performing in accordance with RBI’s stipulations:
Movement of gross NPA* 2020-21 Rs. crore
2019-20 Rs. crore
2018-19 Rs. Crore
Opening balance 351.93 30.49 -
- Additions during the year 70.83 321.44 30.49
- Reductions during the year (107.57) - -
Closing balance of gross NPA 315.19 351.93 30.49.29
* Please indicate the gross NPA recognition policy (Day’s Past Due )
Movement of gross NPA
Date-August 20, 201 Private & Confidential
For Private Circulation Only
95
10. Segment-wise gross NPA:
Segment wise gross NPA
Sl. No. Segment-wise gross NPA
Gross NPA
(%)
March
2019
Gross NPA
(%)
March
2020
Gross NPA
(%)
March
2021 1 Retail 0.00% 0.02% 0.09%
A Mortgages (home loans and loans against
property)
0.00% 0.00% 0.02%
B Gold loans 0.00% 0.00% 0.00%
C Vehicle finance 0.00% 0.00% 0.00%
D MFI 0.00% 0.00% 0.00%
E MSME 0.00% 0.00% 0.00%
F Capital market funding (loans against shares,
margin funding)
0.00% 0.00% 0.00%
G Others 0.00% 0.02% 0.07%
2 Wholesale 0.37% 4.48% 2.72%
A Infrastructure 0.00% 0.00% 0.00%
B Real estate (including builder loans) 0.37% 2.35% 2.18%
C Promoter funding 0.00% 0.00% 0.00%
D Any other sector (as applicable) 0.00% 0.00% 0.00%
E Others 0.00% 2.12% 0.53%
Total 0.37% 4.50% 2.80%
11. Residual maturity profile of assets and liabilities (in line with the RBI format):
Residual maturity profile of assets and liabilities
As on 31.03.2019 (Rs. In Cr.)
Category
Up to
30/31
days
>1 month
-
2 months
>2
months -
3
months
>3 months
- 6 months
>6 months
-
1 year
>1 years -
3
years
>3 years -
5
years
>5
years Total
Deposit
Advances 231.92 1.61 670.21 1,272.29 2,498.58 2,581.30 587.20 82.69 7,925.80
Investments - - - - - 49.77 30.00 20.00 99.77
Borrowings 803.34 573.45 972.77 815.92 1,318.95 1,492.00 233.31 489.49 6708.23
FCA*
FCL*
*FCA - Foreign Currency Assets; FCL - Foreign Currency Liabilities;
Movement of provisions for NPA (excluding provision on Standard Assets)
2020-21 Rs. crore
2019-20 Rs. crore
2018-19 Rs. crore
Opening balance 106.09 15.25 -
- Additions during the year
37.42 99.95 15.25
Reductions during the year
(32.41)
-9.10 -
Closing balance 111.09 106.09 15.25
Movement of provisions for NPA
Date-August 20, 201 Private & Confidential
For Private Circulation Only
96
12. Any change in promoters’ holdings during the last financial year beyond the threshold, as
prescribed by RBI. - NA
As on 31.03.2020 Rs. In Cr.
Item
1 day to
30/31
days
(one
month)
Over
one
month
to 2
months
Over 2
months
upto 3
months
Over 3
months
to 6
months
Over
6
month
s to 1
year
Over
1
year
to 3
years
Over 3
years
to 5
years
Over
5
years Total
Borrowing
700.61
944.89
545.44
682.59
960.40
2,217.
07
80.73
498.63
6,630.3
6
Advances
97.05
163.01
386.58
885.64
2,255.
27
2,077.
71
1,151.
12
529.06
7,545.4
4
Investment
-
-
0.03
-
-
50.25
20.00
20.00
90.28
As on 31.03.2021 Rs. In Cr.
Item
1 day to 30/31
days (one
month)
Over
one
month
to 2
month
s
Over 2
month
s upto
3
month
s
Over
3
month
s to 6
month
s
Over 6
months
to 1
year
Ove
r 1
yea
r to
3
yea
rs
Over 3
years
to 5
years
Over 5
years Total
Borrowing
917.24
858.01
1,055.3
8
1,637.
30
155.16
3,87
9.35
518.83
612.42
9,633.
69
Advances
395.22
17.24
44.95
315.99
1,432.0
0
3,20
7.08
2,137.8
2
2,541.
89
10,092
.20
Investment
155.36
428.03
6.86
106.74
64.07
100.
07
20.00
16.04
897.18
Date-August 20, 201 Private & Confidential
For Private Circulation Only
97
Date-August 20, 201 Private & Confidential
For Private Circulation Only
98
Date-August 20, 201 Private & Confidential
For Private Circulation Only
99
Date-August 20, 201 Private & Confidential
For Private Circulation Only
100
Date-August 20, 201 Private & Confidential
For Private Circulation Only
101
Date-August 20, 201 Private & Confidential
For Private Circulation Only
102
Date-August 20, 201 Private & Confidential
For Private Circulation Only
103
Date-August 20, 201 Private & Confidential
For Private Circulation Only
104
Date-August 20, 201 Private & Confidential
For Private Circulation Only
105
Date-August 20, 201 Private & Confidential
For Private Circulation Only
106
Date-August 20, 201 Private & Confidential
For Private Circulation Only
107
Date-August 20, 201 Private & Confidential
For Private Circulation Only
108
Date-August 20, 201 Private & Confidential
For Private Circulation Only
109